Spider-Man: Evolution
by TheMetalGearZero
Summary: Witness Peter Parker's own evolution in this epic retelling of the iconic hero, as he battles classic foes, faces tragedy and learns several lessons as he embraces his role as the protector of New York City. A prequel to the TV-Hit, X-Men Evolution.
1. Chapter 1

Hey, Spider-Man fanfic readers, this is TheMetalGearZero, with my own take on the origins and adventures of the classical MARVEL hero, Spider-Man. Okay, so let me explain. My first two attempts at adapting Spider-Man (TASM Volume 1 & Spider-Man Unlimited) were both just not good. I'll explain their faults below, after you have read this story. But long story short, I just wasn't satisfied with them and how they came out. And so basically, this story is made as an apology to the fans of both TASM Volume 1 (yes, people still follow that story) and Spider-Man: Unlimited – that I can construct a long lasting Spider-Man Adventure, despite going all Da Vinci on my previous Spider-Man fan fics and never getting to finish off my works.

So, this series is modelled off several interpretations of Spider-Man – Spider-Man Original Films, TASM Films, Spider-Man: TNAS, Spider-Man: TAS, The Spectacular Spider-Man, Ultimate Spider-Man Comics & TV Series, and… well, basically everything else I've seen on Spider-Man brought to one fic. I did once face a complaint from one user that it might be exhausting for a fic, but I hope that, if he's reading this now, he's liked what I've chosen to do with the story.

Now, before you decide not to read this story because I'm not really trustworthy on completing my fics, well, let's just think otherwise for this instance. I really hope for this story to go on, and I'm overall more happy with this chapter then I ever was with TASM Volume 1… or even Spider-Man: Unlimited for that matter. If you were against me cancelling those stories, then that's fine, but my reasons for doing so are discussed below, so maybe you can so why I've chosen to go all reboot with this one. I'm also moving TASM Volume 1 & Spider-Man: Unlimited to another account – MetalGearZero. That's 'MetalGearZero', not 'TheMetalGearZero', so you can find the stories there.

On another note, this story is rated T for violence, adult themes and language, but nothing too intense or over the top, and so I hope you are fine with reading this, as there isn't anything too bad in it. Hope you enjoy, and please leave a review. They really do help a ton.

PS, I was really inspired by L-Dog Z's Spider-Man: Evolution, whilst writing this story. You should check out his work, because it's actually really great and worth checking out. And as I said, it was great inspiration.

ENJOY!

_Welcome, readers and true believers. You've heard the tale many times, of how the timid Peter Parker was bitten by a radioactive spider, and how he was imbued with fascinating, incredible abilities, suffering from a tragedy that later shaped Peter Parker into the iconic hero we all know of today, thus learning that with great power comes great responsibility, and so Parker pledged himself to become the hero and the sole protector of New York – fighting it's battle and protecting its citizens. _

_But another parallel tale has been found – another universe, another adventure on how our Peter Parker became this red and blue spandex wearing hero – another story of power, of loss and of tragedy. Prepare to know Spider-Man all over again in an epic retelling of the classical hero…_

"_**Behold… the Spectacular Spider-Man."**_

*Smash* A teenage boy dressed in a spandex, red and blue suit that covers his whole body is tossed through a glass window, falling into the coffee shop. In a matter of seconds, he's picked up by the antagonist again. *Smack* the man holding up the teenager is a bald, middle aged man, dressed in a green coloured body suit, designed of a thick material designed for sheer durability and agility, with two vulture like wings protruding from the back of the armour, and fur like coating around the neck.

'Ah!' The red and blue spandex wearing teenager is only about fifteen, his costume, which covers his whole body so that none is meant to be exposed, is resembling a spider, with spider web designs drawn around the red parts of the suit, and two, large plastic eye pieces, allowing him to see crystal clear, and the webbing around all his suit is distorted, and two web blaster bracelets are concealed beneath the suit, with only space for a flexible trigger to be shown, for its wearer to be able to apply pressure to the trigger twice for strands of webbing to solidify with the use of mid-air, and a LED light display for the device's battery life, the signal if the web blaster is on, and to inform the teenager of how much web's he's still packing until he's out, with a warning being triggered when he's close to being all out of webs.

'Tired?' The man in the green armour, who is holding up the teenager, questions, driving his fist forward to the teens face, allowing him an excuse not to reply. It's night time, the streets isolated, because everyone ran off and because there weren't even many people here in the first place. Despite the onesie wearing teenager's attempt to fire webs, the man in green is just crushing his web shooters with full force, with the LED light beeping for malfunction. Before The Vulture can drive his hand forward and end the teenager's life, Peter Parker, the adolescent in the onesie, reflects on how he got here.

…

_Okay, so life wasn't always so spectacle. And getting beat half to death by a Vulture like man who looks a hell of a lot like Bruce Willis isn't the best part of being Spider-Man, but so what? So let me monologue myself to you. I'm Peter Parker, life as a sophomore and 'noob' at Midtown high school can get hard, but there's more to a guy like me than meets the eye. I was born in New York, Queens – my father and my mother were both scientists, they worked with all this cool stuff and thingies. When I was only 4, my parents left home, left Queens. They told me they would come back… and they never did. And so I was left to be raised by my Aunt May & Uncle Ben. I couldn't ask for anyone else… besides, Uncle Ben is really cool, and Aunt May's just hip._

_When I was 8 years old, I met with Harry Osborn, this other kid in school, the son of billionaire CEO Norman Osborn, the guy who owns the 20 billion dollar company my parents worked at, OsCorp – the coolest company that made the coolest stuff. Besides all the other kids in school who always ignored me and left me out, Harry was really the only guy who could care about me. And then came MJ when I was 14, joining me and Harry's really small group and forming a 'threesome.' MJ was the cool girl – the self-proclaimed social butterfly. She would always hold parties, or go to them. She would dance to punk, or rock or whatever sounded awesome. And so… High School isn't all that bad. Besides getting my head flushed down toilets every day, there's always a science class on the corner to make up for it. _

Peter Parker, the 15 year old you previously saw getting beat to a pulp, except he's now out of costume, and he's skinner, smaller, thinner and more frail, sits in his seat near MJ & Harry Osborn, where he sits most times in science class, waiting for the teacher to come in.

'Surprise, surprise… Mr Curtis Connor's is late today' Harry comments as Peter sits down.

'The guy's busy, c'mon. Adults have got a lot to do, you know?' Peter sets his books and pencil case on the table.

'More than us reckless teenagers?' red headed teenage girl, MJ, and one of Parker's closest friends for a while now, comments.

'More then you'll ever get done in your life time' Parker jokes to his friend, fixing his glasses into place, as the classroom later starts to get filled with others from their class such as Flash Thompson, Kenny Kong, Randy Robertson, Debra Whitman, Carlie Cooper, Liz Allen and Sally Avril fill the room, and so do other students Parker and his friends don't even bother remembering the names of.

'Look whose sitting in class together, today?' Flash Thompson jokes about Parker, Harry & MJ. 'Very original.'

'Classic, Flash. Classic' MJ counters, looking at the taller, 5'9 blond, 15 year old in disgust.

'Dorks' Kenny Kong, a student around Flash and Parker's age, accept he looks to be in his twenties, with a bald head and a goatee, walks behind Flash, and following them is Randy Robertson, a dark skinned, tall 15 year old dressed in a varsity jacket, a pair of jeans and his signature hat that he always shows up to school with.

Once Mr Curtis Connor's – or as he likes to be called, just as an acknowledgment of his intelligence, 'Dr Curtis Connor's – steps into the class room, everyone has allocated to their seats, and with his non mechanical and non-robotic arm, Mr Curtis Connor's grabs a piece of chalk.

'Good morning, class!' Curt speaks in his smooth, energetic voice. 'How was your weekend? Good? Bad? Fair? Okay, let's move on. So, last week I was away for a while and you had Otto Octavius fill in my role, temporarily, yes? You begin topics on reptiles, spiders, their properties and neogenics, am I correct?'

'Basically, yeah, sir' Mary Jane responds.

Curt smiles. 'Okay, then, that's good. Well then, today I'm glad to announce that we'll be visiting OsCorp's…' Curt takes a second to wink to Harry, and Parker turns to his friend with a wide smile on his face, yet Harry returns the exact same smile with a look that says 'hey, your parent's used to work there.'

'… Foremost research facility on stuff like that. Cool stuff, shall I say, okay? The excursion will be in two days at OsCorp tower, and you are to bring your- heck, why am I even telling you this, just have this note. And I don't even need this chalk now.'

Curtis hands the note out to class, with Flash guiltily staring at his bionic arm, which serves as a replacement for the one Curtis had lost years ago. The note fills them in on all the details of the excursions – when it is, where it is, what to bring and what not to bring, the payment and all details like that. 'Okay, so show this to your mother, father, parent, guardian or whoever it is who signs off on these things, and bring the permission slip back, signed by tomorrow. Sorry for the short notice… we're very apologetic.'

'You think you're going to go?' Kenny whispers to Flash.

'Eh… my mum's probably going to force me to' Flash responds, not overly keen on this excursion.

'Ugh… lizards' Sally whines.

'C'mon, Sally… think of this as, like, bonding' Liz strokes her friend's back.

'Seems kind of interesting' Parker tells his two friends. 'Yeah?' MJ responds. 'And it's compulsory, so… and, well, I really haven't got anything to do at home, so I think I'll be there.'

'This is boring' Harry responds. 'I don't give a rat's tail about my father's-'

'Okay, okay, enough chatter here' Dr Curtis Connor's interrupts. 'So, you know the drill, just take this to your parents etc. and have them sign off and bring it back. You have one day, just one day only.'

'Hey, no need to rub it in' Flash makes a silly comment, but is stared down by Curtis.

'Now, we'll carry on with our study' Curt smiles, now moving that out of the way. 'Some reptiles are actually capable of some very extraordinary abilities, such as self-healing and regeneration-'

Norman Osborn, 39 – founder, owner and CEO of OsCorp, the man who built OsCorp from the ground up, and has foreseen it as it becomes New York's foremost well-crafted company, now stares down at his latest creation through a microscope. Alongside him is 'Justin', Norman Osborn's blond haired, skinny assistant, dressed in a dark suit, with a pair of gloves slapped over his hands.

OsCorp's latest creation – or, for story's sake, let's just say Norman's creation – is a radioactive spider, one with enhanced speed, strength, durability, reflexes and a precognition sense – which can also transfer its unique abilities by injecting it's venom into a subject, with the use of neogenics.

'We're almost complete' Norman Osborn doesn't even turn to his assistant, as he drags a pair of safety goggles over his eyes. 'After tomorrow, OsCorp will be ready to present its most ambitious project to the public… they'll be fascinated.'

'Yes, sir… but we DO need it safety tested' Justin makes a valid point, yet Norman chooses to arrogantly ignore it.

'C'mon, Justin. I mean, what's the benefit. If it isn't safety reasonable, and that slows our progress… then what on earth will our corporation earn?' Norman chuckles at Justin's suggestion.

'And if it isn't? And if it harms somebody?' Justin counters. 'Then you'll lose your licence to continue your research.'

'Caution is paramount' Norman Osborn says. 'We just have to master that aspect.'

Justin sighs, having tried but also having not succeeded, as Norman's phone rings, but he hands it to Justin to take the call. 'Hello…' Justin responds. 'Yeah, Norman's kind of busy… um, Norman… it's your doctor' Justin hands the cell to Norman, who is frustrated as he removes his goggles and takes the call. 'Yes, Doctor Warren?' Norman speaks.

'Mr Osborn… your blood/test results have come in' Dr Warren's voice doesn't sound overly fond of what's to come.

'Yes…' Norman drops all of his equipment.

'I'm afraid, that Sir Osborn… you're dying' Dr Warren's voice further evokes all emotions, and Norman is taken aback by this.

'I'll have a soda' Parker tells the guy at the front register in the café, as he's handed some soda and a glass of orange juice, as well as some coffee, and he carries the three drinks with his two hands, utilising his said ability to be able to 'multi-task.'

'One coffee for you, Madame May' Parker jokes around as he sets the coffee down in front of his aging Aunt May, then handing his Uncle the orange juice, and sitting down and popping his own soda open, taking a few sips.

'Well thank you, Peter the coffee guy' Aunt May cracks a joke, something she doesn't do very often.

'Wait… did I hear you right?' Parker says, he and his Uncle laughing at the thought of Aunt May cracking a joke, until they calm down and Aunt May asks a serious question. 'So, you get any sheets from class?' Aunt May asks.

'Yup' Parker drinks from his soda, but then draws the sheet handed to him by Connors from his bag, setting it on the table and handing his Aunt May a pen before she can even begin to read through the text and info. 'What is this?' Aunt May asks, as Uncle Ben looks onto it too. 'Science excursion to OsCorp' Parker finishes up his soda.

'The company you're interning at in a couple of days?' Uncle Ben wonders.

'The one and only' Parker nods, as his Aunt May reads through the chunks of text, signing off on the note and handing it back to Peter. 'Alright, thanks, Aunt May' Parker folds the sheet into his bag. 'Alright, I'll be going to Harry's house now' Parker gets up. 'You know, studying and that stuff?'

'Okay… see you then' Uncle Ben tells his nephew.

_Aunt May & Uncle Ben. The two best people in the whole entire world, with Harry & MJ following. Like I said, they're both great people. They were willing to take me in and raise me in their own home after the death of my parents. Uncle Ben's a part time electrician, Aunt May's the domestic goddess and I'm the brains of this whole family. Huh. Might explain why my head's so big._

Once Parker gets to the OsCorp mansion, he's let in by the security at the front, who lead him through fleets of tiring stairs and through a number of massive halls he has to cover every time he visits this mansion, until he's let off at the large, massive third living room, where Harry Osborn has already opened his books and begun writing up. 'Yo, Harry. Is it practical for you to stay up in the third living room so you can tire me even more as I walk up a million stair cases?'

Harry chuckles. 'Might be that I'm testing your stamina. Now get here so we can get this over with and play some Skyrim.'

'Alright' Parker comes over, laughing, as he opens up his books and lays them down on the table, getting a pencil from his case and jotting down some numbers. 'Slow down' Harry says.

'You go faster' Peter says. 'Seriously, it's like Usian Bolt trying to stay close to Barry Allen in a race.'

'Funny how you mixed fiction with nonfiction' Harry tells, and then Norman exits from his office, all suited up and buttoning up his suit, his face filled with emotions of worry, as he turns to face his son and Parker, and looks in a rush. 'Mr Parker… thank you for coming' Norman Osborn says with a smile, one that Peter Parker returns.

'Thank you, Mr Osborn' Parker gets up, walks over to Norman and shakes his hand. 'It's very nice to see you – and, I really cannot wait to get a tour through the OsCorp facility.'

'I hope you like what you see' Norman responds. 'Now, I really wish I could stay here and talk, but I have to leave for an important… meeting, so hopefully, I'll see you another time. Say hello to your Aunt and Uncle for me, will you?'

'I'll do just that' Parker smiles, as Norman says his goodbye, and walks off to his supposed meeting.

'Okay, then, let's get to work' Peter tells his friend.

_I know you're getting impatient, right? You're probably still waiting until we get to the point where I start to get half beaten to my death by the Vulture guy, and me dressed in that ridiculous red and blue body suit, but… we're not there. Not yet at least. _

Wilson Fisk aka The Kingpin, is a large man, and he sits back on his office chair, holding a stogie firmly in his hand and taking in smoke, blowing it all out. What he's watching is the news channel, talking about two, new emerging gangs – The Arsenic Candy & The Apocalypse – both of them dangerous and lethal, and both of them interfering with many of The Kingpin's plans, both of them large and massive, and both of them always achieving the goals The Kingpin always plans to. 'The Apocalypse' the Kingpin turns his chair, facing his computer, where he speaks to three men – Montana, Ox and Fancy Dan, also known as The Deadly Enforcers. 'And The Arsenic Candy… that's two to go.'

'I don't think going straight up against the both of them is a great idea' Fancy Dan says.

'No… I've thought of a much smarter plan' Wilson Fisk stands up, and so he's large enough so that The Deadly Enforcers are only able to see his chest. 'Pit the both of them against each other. Have one of them destroy the other, leaving only one weakened gang to deal with. And then, when they're both taken out, there won't be any competition left.'

'What do you mean to say, sir?' Ox, the larger one of the group, and dressed in an even oversized clothing, questions in his rough voice.

'Let's ignite a gang war.'

'Stop! Stop the bus!' Peter Parker sprints behind the school bus that's taking them to the OsCorp tour, banging on the sides rapidly but sometimes struggling to catch up, and barely even be able to get his fingers on the bus's surface. Inside the bus - Flash Thompson and Kenny Kong, as well as Sally Avril and Liz Allen, are all cracking up on the situation. The bus driver seemingly doesn't even care, just wanting to finish up his work, get home and have a beer, and so he keeps on going, whilst Harry Osborn & MJ are just frustrated, as MJ gets up and walks across the bus to the driver, taking a note of his name. 'Excuse me!' She cries rudely. 'Hm…' the bus driver pretends to not have heard her, turning to face her for only a second.

'That's my friend, Peter Parker, who's following the bus. I suggest you stop right now or I'll make a complaint to this bus company, and I swear I'll get you fired' MJ threatens, as the bus driver sighs, pulling to the side, opening the doors and letting Parker come on. 'Ugh… look who's in the house' Peter can hear Flash comment. 'Thanks, MJ' Parker sits beside his two friends, sighing. 'Why do people suck so much?'

'Maybe it's the lucky Parker charm' MJ smirks, sticking her earphones into her ears, jamming her hands in her pockets and leaning back on her chair.

'Or maybe it's the messy hair do' Peter says, regarding his now messy hair style, which is brown and parts to both opposite sides.

'Highly doubtful' Kenny comments after overhearing.

'Dude, c'mon, man. Have better things to do' Randy Robertson tells his friend, and offends him.

'Yeah… because you're full of great stuff to do.'

'Welcome to OsCorp's largest exposition facility' the class's tour guide around the OsCorp facility projects her voice to the whole class. 'Founded by Norman Osborn 17 years ago, OsCorp has strived to one goal, human evolution' the tour guide points her hand to a holographic representation of Norman Osborn, and Harry is lightly shoved from the back by Flash Thompson. 'I'm Dr. Kafka, and I'll be your tour guide for the duration of this… well… tour. Today, you'll be shown several unique projects. Enhanced spiders, a faint recreation of the super soldier serum, and some other diagrams that might interest you.'

'Correction. Diagrams that may interest Peter Parker' Liz Allen teases, which makes Flash pull her in for a kiss on the lips.

'Now, if you follow me, I would like us to begin our tour' Dr. Kafka begins leading the class around the facility, walking past some pretty awesome stuff, and Parker even manages to snap some shots for the bugle here and there. 'Wow' he whispers to himself.

Norman Osborn is hooked up to several machines, as he lays down on a hospital bed, the blood results horrifying him. Norman, dead at age 39. That would make for one heck of an article. Accept… Norman Osborn wasn't ready to die, and so he phones up his assistant Justin. 'Justin' Osborn tells his assistant. 'I need you to do something for me.'

'Yes?' Justin replies from the other end.

'I need you to unlock the cases that are holding all of the radioactive spiders' Norman Osborn instructs his assistant.

'What… why would I want to do that?' Justin is obviously confused.

'Because that's the only thing that may be able to save my life' Norman begins to explain. 'One of these spiders' capabilities is the ability to be able to self-heal. If the spider is able to inject it's venom into one of the students in the tour, and the effects don't prove dangerous, then maybe I can extract the subject's blood and use it on myself. It may be the only thing that can save my life.'

Justin is hesitant to do so, but it's his boss, and he doesn't want to face firing first hand after working at this company for a solid 5 years with a great record of always listening to every single order spoken to him by his superiors. 'Okay… I'll do it.'

After receiving the code to unlocking the spider's cases, Justin paces past the students of Midtown and to the cases encasing the radioactive spiders. He locates the hidden code inserter, and types in the code he's been given – 1961. And slowly, all the spiders begin to unlock, prepared to escape, as Justin runs off to a corner, unnoticed, and contacts his superior – Norman Osborn. 'Norman… I've got it done.'

…

Slowly, the spider's cases are unlocking, and several of them begin to spill out and escape, some of them falling over each other. Whilst the classes tour group is explaining them about the faint recreation of the super soldier serum, Dr. Kafka spots the spiders as they slip out of their cages, and tries not to panic the class, but they, and everyone in the facility, begin to realise the spiders as they pace around the room. 'What the heck's that?' Kenny asks Kafka, who is just dumbfounded as to how they came out.

'Crap! Damn it!' She whispers to herself. 'Okay, class… follow me-' but before the class can walk off, they notice the several spiders are already injecting their venoms into several other students and colleagues, all of them stumbling to the ground.

'That's very strange' Harry comments.

Before Parker can open his mouth to speak, a Spider climbs onto his own hand, injecting it's venom into his blood. 'Ah!' Parker cries loud, raising his arm and staring at the spider as it falls off, dead. 'Oh, my, gosh… that was creepy' MJ steps back, disgusted, as Parker falls down to the ground with the other students. And slowly, Parker begins to pass out

…

'Ugh! Damn this!' Justin manages to smash a spider under his boot before it can bite him, as he speaks to Norman Osborn on the cell phone. 'Norman, the spiders have injected 21 people with their venom agent.'

'The good stuff. And which one hasn't passed out yet?' Norman Osborn asks.

'Um…' Justin turns to Peter Parker, who is still rolling around the ground. 'This 15 year old kid with glasses and with his brown hair parting on both sides. He's slim. Very slim.'

'Parker?' Osborn whispers to himself, fighting an internal battle with himself. _What have I done to the boy? _'Alright, look' Norman tells Justin, sighing, and struggling to make this guilt full decision. 'Have Toomes spy on the boy. Track him down to his home. If the venom doesn't kill him, then I guess I'll be ready to utilise it for self-use. But until then, I'm out.' Norman Osborn hangs up the phone, and Justin sighs.

'Mr Parker, wake up' Peter Parker awakens to Dr. Miles Warren, who appears at first as a fuzzy image that later realigns.

'Hm… where am I?' Peter Parker runs a hand across his own face, still dazed.

'You're in the adolescents ward in the hospital. Tell me, how are you feeling?' Dr. Miles Warren asks.

'Um… I… I'm not even sure' at first, everything appears to be moving slower. All the voices and all the sounds seem to unfold at a much slower rate than they usually do. Parker seems to be able to take note of all his surroundings. He can hear a pen click from the other room, he can almost 'feel' the bee as it flies around the room… everything, and he can feel it.

'That's fine' Miles responds, jotting down some notes. 'Just take a second. So, what happened exactly at the OsCorp facility? Do you remember?'

'Um, yeah…' Peter speaks. 'We were being shown around the area… around the facility… by this lady called Dr. Kafka… and then the spiders escaped their containers… and I'm not even sure why… and we… I got bitten.'

'Uh huh' Miles Warren is writing a good chunk of stuff down, including taking some notes. 'Alright, your memory is still intact. No sign of amnesia. That's great. Your Aunt and Uncle are waiting outside. And… this red headed lady and Harry Osborn. I'll let them in.'

…

'Son, we were so worried about you' Uncle Ben tells his nephew.

'How could you bail out on us like that, so soon?' Harry jokes.

'Are you okay, honey?' Aunt May asks.

'I'm fine' Parker chuckles, noticing his senses are actually beginning to stabilise. 'It's just… some stuff felt weird at first, but… no, I'm fine. Doctor, can I leave now?'

'As much as I know you would like to leave, I'm afraid we have to ensure you're still fine' Dr. Warren says. 'If everything goes all right, you'll be able to leave tomorrow. If it doesn't, then, I'm sorry, you're going to have to stay until we solve everything out.'

'Don't worry about it' MJ tries to comfort her friend. 'We're here for you.'

'Thanks' Peter smiles.

…

And from the distance, watching from outside the hospital, is Adrian Toomes, a bald, Bruce Willis like guy (mainly because they're both bald and they're both aging men), sent in by OsCorp to monitor Peter Parker and feed Intel to Norman Osborn. And so he taps into his communicator, speaking to Norman Osborn.

'Mr Osborn' Adrian begins. 'Been keeping an eye on the Parker kid. He's beginning to stabilise. So far, he seems just fine.'

'Good… I mean… um… very good' Norman Osborn responds from the other end, filled with guilt that he'd spy on Peter Parker – his son's friend, and a generally nice, awesome and fun guy. 'Continue to feed Intel to this server. If you find anything interesting, you let me know.'

'Alright, Mr Osborn… I'll do that.'

'Welcome home' Aunt May tells her nephew, as he steps into the Parker Residence after 3 full days of not being there.

'Hey, I missed this place. And stuff does sure look different' Parker begins to think.

'So… do you want bacon or scrambled eggs?' Aunt May walks over to the kitchen.

'Would it hurt to have both?' Peter laughs.

'C'mon, cut the guy some slack' Uncle Ben comments. 'He just came out of hospital. Make him bacon and scrambled eggs, would you, honey?'

'Okay, fine. Geez!' Aunt May begins cooking, as Parker switches on the television, sitting down on the couch and getting on the phone with his friend Harry. 'Yo, Harry… I'll be at school tomorrow.'

Parker is oblivious to the fact he's actually being spied on, and constantly monitored.

'You're such a hollow headed idiot, you know, right?' Liz Allen shuts her locker, speaking to Flash Thompson, who is supposedly at the wrong in this situation.

'What? Are you freaking kidding me?' Flash is fuming. 'I mean, I kissed you at the tour. Didn't notice there was anything wrong with that. And, hey! You too kissed back!'

'Well you're a jerk for kissing me in the first place for talking crap about Parker!' Liz Allen begins to walk off with her books, but is held back by Flash Thompson. 'C'mon, Liz, don't bail out on me just yet… I mean, I'm… I'm sorry.'

'Huh, sorry?' Liz smirks. Unexpectedly, Liz Allen pulls Flash in for a short kiss in the lips. 'For the record, you are still a hollow headed idiot' Liz Allen grins, beginning to kiss Flash again.

'Must suck to be Liz' Peter Parker, who is now dressed in a blue under shirt, and a leather jacket, with a grey inner hoddie inside, which is zipped up, takes his books out of his locker, as he talks to MJ. 'Yeah… you would have to kiss Flash Thompson' MJ smiles, walking off with Parker.

'Can we not talk about kissing Flash Thompson' Peter and MJ begin to laugh.

'So… how are you recovering from the spider bite?' Mary Jane asks.

'It comes and goes, I guess. Just small symptoms. Warren prescribed me with a medicine that doesn't really do anything.'

'You know, you're really strong' Mary Jane states.

'Oh, really. I wouldn't call myself beefed' Peter pretends not to have understood his friend properly.

'No… I mean, if I was bitten by that spider, I would've STILL been freaked out.'

'Like you said… It's the lucky Parker charm' Peter Parker turns to face Flash Thompson, who he now goes head to head with.

'Hey, Parker!' Flash seems to be searching for some sort of fight.

'Would you like to speak louder?'

'Huh, funny' Flash chuckles. 'More funny then you rolling to the ground at that excursion. You cried like a little girl.'

'Back off, Flash' Mary Jane stands up for her friend, as a small crowd begins to form – Debra Whitman, Liz Allen, Sally Avril, Randy Robertson and Kenny Kong. 'Alright, MJ… so you'll make me back off' Flash seems stoic.

'It's fine… MJ' Peter tells his friend.

'Yeah, MJ… it's completely fine' Flash gently moves MJ out of the way, and although she attempts to resist, he simply side lines here. 'Hey, get your hands off my friend' Parker cries. 'You think you're so brave. Let's see what you're made of' Flash swings his hand forward. And in an instance, everything seems to move slower…

It's as if everything is running in bullet time, as if Peter Parker can move faster than time itself. Suddenly, he begins to become aware of all of his surroundings – lockers being shut meters away, the sounds of pens clicking, as if he's meant to use this time to react. And quickly, he raises his arm, catching Flash's fist and jabbing forward onto Flash's chest with his own. 'Ah!' Flash screams in pain, clutching his chest. 'Are you a freak?' Flash is obviously embarrassed, driving his hand forward to punch Parker square in the face, but he simply rolls to the side, growing over confident and tripping Flash to the floor. 'Eh!' Flash falls flat on the ground.

'Wow' Parker whispers to himself, but everyone looks at him, amazed… how could he have done that? How could he have won over Flash in combat? 'Alright… Parker' Flash clambers onto his face, slowly as if everything around his body as aching.

'I'm not thinking right, am I?' Kenny Kong asks Randy.

'No... I don't think so' Harry emerges into the crowd with his juice. 'That was awesome.'

'Alright, Flash… hand it to me' Peter says, as Flash thrusts his leg forward, almost landing a hit on Parker, who simply catches Flash's leg in mid-air, twisting it and dropping him to the floor. 'Wow…' Randy is just dumbfounded. 'Hand it to him…' Mary Jane is whispering to herself, backing off from the scene a bit, realising Flash could be seriously hurt, as he wraps his arm around his leg in pain. 'I'm sorry, man' Flash gets up, with help from Randy. 'I'm sorry' Flash limps away from the scene, followed by his two friends.

'That was awesome!' Another nerd in Parker's class says from the back.

'Should've known it was coming!' A boy a year younger then Parker chuckles.

_What's happening to me?_

From a gargoyle perched high off a skyscraper, Parker could see New York clearly. The city looked amazing, as he desperately tried to bury out all his emotions with the rather nice scenery, but he doesn't manage to do so. How did he get to the top of this building? By simply scaling the wall with his bear arms. Like a spider. Like an arachnid. 'The spider… it must've been the radioactive spider' Parker tells himself, standing up on the gargoyle, facing the city down. 'Enhanced strength… check. Wall crawling… check. Enhanced senses… check. Hm… then how about webs?'

Peter Parker spreads his arm, leaning forward and jumping off the building, being watched by Adrian Toomes through a set of binos, as he begins to fall down from the lengthened skyscraper. 'Alright, Spider powers… serve me good' Peter Parker tells himself, as he experiments with several different stuff and moves with his hand in an attempt to spin webs…

But his failing and falling dramatically to his death.

'Alright… well, that's not good' Peter Parker's bullet time senses kick in, allowing him an extended reaction period, as he spins his head around and survey's his surroundings, catching sight of a flag pole beneath, and he hangs onto the flag pole, balancing on top of it so that he doesn't fall onto his death, as his 'precognition danger sense' kicks in, warning him that he's being watched by Adrian Toomes. But to him, it's just a random tingling sensation at the back of his head… nothing more, and so he just ignores it, jumping down from the flag pole and jamming his two hands in his pockets, skipping off as if nothing extraordinary has happened.

…

'Sir' Adrian Toomes reports to Osborn. 'He just leaped off of a skyscraper… and caught onto a flag pole. No whiplash. No nothing. The boy survived… this is Spectacular.'

Parker decides to test out his powers even further, making his way into an abandoned skate park with his board, performing some pretty awesome moves with his skateboard, including a '360' and a 'Superman.'

'Whoa!' Parker seems to be able to navigate his body seamlessly, his agility improved a ton, as well as his reflexes, as he bounces his way around the skate park, balancing on just one hand, upside down, utilising his incredible equilibrium. 'I am officially awesome!'

Once he's finished playing around for several hours and ignoring several phone calls from his Aunt May & Uncle Ben, Peter Parker returns home, knocking on the house door, which is later opened by his Aunt May, with Uncle Ben behind, and they both look very angry. 'Hey, my guardian angels, I bought some eggs' Peter Parker sets the eggs on the kitchen bench. 'And, um… yeah, I'll be up in my room so you can see me there.'

'Hold on there, little boy' Uncle Ben is angry, for real.

'Geez, little boy? You haven't called me that since… well, since ever' Parker's comment makes himself sound like a bit of a jerk, ignoring the matter at hand, just nervous and attempting to get out of this situation.

'Where have you been?' Aunt May speaks in a more calm tone.

'I don't know… studying' Parker's hands are deep in his pockets.

'Studying?' Uncle Ben asks.

'Yeah, with Harry' Parker seems to think his plan is going really successful, but he's really wrong. 'Harry called up and said he was looking for you and that you ran off of school' Uncle Ben explains. 'And we called up MJ and said that you, boy, got into a fight at school. And we can't afford any of those!'

'I didn't notice you and Aunt May cared about whatever happens to me at school' Peter avoids staring his parent like figures in the eyes.

'But what does happen in school?' Aunt May questions. 'I mean, you always show up to school with a scar through your face… or a bruised eye… and every time I ask what happened, you just tell me you fell off of your board. Which is a poor excuse.'

'Aunt May, this does not matter' Peter Parker says.

'Then what does?' Aunt May asks.

'I don't… I- I'm sick of being a punching bag. Maybe that's why I'm always picked at. It isn't the 'lucky Parker charm' and it isn't even the 'messy hair cut', it's just how you and Uncle Ben raised me. As a prick!'

'You're a good boy' Uncle Ben comments. 'That's how we raised you to be. To make good, wise decisions and to choose your fights carefully.'

'And I have been!' Parker raises his voice. 'For the past fifteen years, I have been! And I can't let you or my Aunt May tell me what and what not to do anymore. I've grown up now!'

'What we want to help you to do is make good decisions, that's all' Uncle Ben explains.

'Are you sure that's what you want to help me to do? Or do you just want to help me by making those decisions for me? Because it seems a hell of a lot like it!'

'Peter, calm down!'

'No, I'm sick of this house! I'm sick of living here! I'm just sick of this!' Parker barges off into the garage, away from his Aunt and Uncle and away from all these troubles.

Following that intense argument, Peter Parker sits down near a box of equipment of his Uncle's, the thought of not being able to spin webs still dancing around his mind, despite showing traits of enhanced strength, speed, reflexes, agility, durability, and even a bullet time like perception, and a strange tingling emitting from the back of his head. 'Hm… how do I make webs?' Parker asked himself. 'Well… my bum isn't really an option, so…' Parker turns to his Uncle's equipment. 'I'm sure he wouldn't mind' Parker runs up to the garage door, locking it closed and running back to the boxes of equipment, beginning to open them up and lay his eyes on their content – some strange equipment Parker could really toy around with.

'Artificial webs wouldn't hurt' Parker tells himself, picking out some seemingly useful equipment and laying it around an empty table, as well as some chemicals and liquids he can pick up around the garage. 'Well, there isn't a tutorial on how to make webs on YouTube is there?' Peter Parker states to himself. 'Wait… is there?' Parker gets out his phone, searching up 'how to make webs' on YouTube, and realising that most of the results or just on how to make a website in general, so he just places his phone away. 'Alright, then… use your mind Parker. Huh, I just realised. I ramble a lot to myself. Like a comic book character.'

Parker begins toying around with all of his Uncle's equipment, actually realising he can construct some really cool stuff with things like this, and he even manages to build a regulator to install into his web blasters for once they're complete. The bracer is actually not too hard. After managing to connect some leather stripes together with some materials to form a web bracer that can be easily adjusting around Parker's wrist, he begins to build a LED light (for signals and warnings) that is programed to show up on a small, circular screen on his web shooters.

After toying around… even further, Parker manages to build the webs themselves. After blasting himself with a number of webs, he manages to have found the perfect formula, and connecting it to the LED light so they can communicate with each other, Parker sneaks past Aunt May & Uncle Ben and into his bed room, where he begins to test out his artificial webbing, firing it around and constructing some awesome web lines and patterns, accidently knocking over a lamp in his room as he turns out of the window to catch a glimpse of Mary Jane Watson in her bra, changing clothes in her own bed room, and despite her body being admittedly slim, shaped and sexy, Parker looks away because it's just weird to check out his own friend.

'And… I… officially have webs' Peter Parker tells himself, noticing his whole bed room is covered with web strings spun all around the area.

'Wow… you really got owned' Kenny Kong tells his friend Flash, who is now walking around the locker rooms with the use of crutches.

'Damn Parker boy will get it handed to him. Guy think he's some martyr when he's just some sort of joke. It's not like anyone's really gonna fall for it!'

'All hail, Parker!' A group of nerds, Debra Whitman being one of them, surround Parker as he walks through the halls with his text book.

'I wouldn't say I'm deserving of being hailed' Peter Parker is nevertheless enjoying this a bit, but he decides to make it look like otherwise and drown it all away, as he makes his way past Flash Thompson and to Mary Jane, who finishes applying her makeup and foundation whilst staring through her locker mirror. 'You know, you guys are lucky to be guys' Mary Jane shuts her locker, turning to face her friend.

'Um… how am I lucky?'

'You guys don't have to deal with the constant stress of needing to look so good these days' MJ says.

'But we do have to deal with being tormented by 5'9 something's called Flash Thompson's' Peter is drinking punch, but then throws it high in the air behind him once it's empty, raising his foot and kicking it rapidly into a bin.

'You know, what you did was awesome' MJ decides to ignore Parker's comments. 'Flash had it handed to him and now everyone loves you.'

'Even Flash?'

'Yeah, you know what I mean' MJ punches Parker in the arm. 'Take Debra and Carlie for example.'

'Yeah, yeah, I know what you mean… now let's get to class, shall we?'

'Get to class we shall' MJ follows Parker to class, but they're soon followed by Flash Thompson on his crutches.

'Parker, slow down there' Flash Thompson follows up Parker and MJ.

'Alright, I'm slowing down' Parker taunts Flash by going faster, and MJ just laughs, following him.

'Seriously, Parker. I'm not joking!'

'Nor am I!' Parker decides to slow down and let Flash catch up beside him. 'Yeah, Flash, what did you want to say?' Parker asks. 'That, um… I was sick yesterday and so you kinda beat me up.'

'Uh huh…' MJ nods. 'And you just got miraculously sick and then miraculously better, giving _just_ enough time for Parker to beat you up. Yeah, I'm sure we both believe that.'

'No… I'm being serious, I was really sick!'

After school, Peter Parker bounces down near the hot dog stall, picking up a hot dog with mustard, handing the guy some cash, and walking off and munching on his sandwich, followed by Harry Osborn. 'You know, the guy adds a lot of mustard' Harry comments.

'That's the magic to it all. The almighty mustard' Parker fixes his glasses into place, as the two pass by a flag pole with an advertisement reading that whoever can stay in the ring with foremost, most feared wrestler Crusher Hogan for 3 minutes will be rewarded with 2k. 'Alright' Parker whispers, picking up a tag whilst Harry isn't looking.

'I mean, look at what I did to Flash' Peter said. 'It was the mustard!'

'I gotta hand that to you man. It's freakin' Flash Thompson and you just handed it to him… that's just amazing!'

'You've gotta give it to me' Peter Parker smiles. 'I'm amazing.'

Once his hang out with Harry is over, Parker swings to his bed room window, using it as an entrance to his room to avoid Aunt May & Uncle Ben, and so he slips in and sits down at his computer after safely looking his door, and begins to search up 'mask designs' picking up several off the internet which might inspire him for his new wrestling attire to go against Crusher Hogan (simple because he can't show up as Peter Parker)

After being inspired by several designs, Parker begins sketching some of his own, ignoring knocks at his bed room door. 'Peter!' Aunt May cries. 'Please, we just need to talk.'

'Sorry, Aunt May, I'm busy… homework to do' Parker continues sketching up some costumes. And after several ideas after ideas, sketches after sketches, design after design, Peter Parker ends up with an overly simplistic costume – a bandana around his head, with room for the eyes cut out, a red hoodie with a spider symbol painted on it, and a pair of jeans and sneakers.

Dressing himself in this costume, Peter inspects himself in the mirror. 'Time to show yourself to the world, Peter Parker.'

*Snap*

Crusher Hogan seemingly snaps his one of his assailant's bones, dropping him to the floor and listening into the several cheers, and 'whoa!'s' and 'wow's' that he receives from the crowd, as his defeated opponent is carried off for medical attention. 'And our winner is… Crusher Hogan!' The referee raises Crusher's arm in the air. 'Again… that is!' Once the cheering dies down, the referee makes an announcement. 'And now… for the grand price. The grand price that is simply unobtainable and will never be completed. 2K FOR WHOEVER CAN STAY IN THE RING WITH CRUSHER… FOR 3 MINUTES STRAIGHT!

'Well, this'll be really fun to watch' Flash Thompson eats on some popcorn, and besides him, seated on other seats, are, MJ, Harry, Sally Avril, Liz Allen, Debra Whitman, Carly Cooper, Kenny Kong & Randy Robertson.

'Can't believe you ever even convinced me into coming here' MJ tells Harry, texting on her phone.

'It's not like you're even watching' Harry complains. 'And it's not like YOU paid for the ticks.'

MJ laughs. 'Oh, I know… I didn't pay for the tickets. Your dad did.'

…

'Wanna bet it's unattainable!' The crowd whips their heads to face the man who is attempting to oppose Crusher Hogan, a small man with a toned physique, and dressed in a red hoodie and bandana that conceals his whole face, save for the eye holes.

'Ha! Ha! Come here so I can crush you!' Crusher gestures for the man in the bandana to step forward, and so he does, making his way to the arena, and standing face to face with Crusher Hogan. 'Alright, look' the referee whispers into the man's ear. 'You can take on Crusher Hogan, but I'm telling you, we are NOT responsible for any injuries that are, well, kind of guaranteed to happen, okay?'

'Alright, sir. Full responsibilities are on me' the man turns to face Crusher Hogan, as the referee steps back to let them fight it off.

'Are you ready?' The man in the bandana, Peter Parker, asks Crusher Hogan, the much larger and taller opponent. 'I'll see you in the medical ward' The Crusher Hogan replies, smashing Peter to the ground. 'Oh!' The crowd cries at the sight of seeing Peter in the bandana being smashed to the ground.

'Slow down there, Silver' Peter regains his posture quiet quickly, managing to stand up, something that doesn't usually happen when you're smashed so hard by Crusher. 'Alright, I'll give you my two cents and you can go home' Crusher tells Peter out loud, to further evoke that he's the best of the best and there's no chance Parker can win this fight.

'Nope, sorry. Wouldn't want you to go bankrupt' Peter insults his enemy, rolling behind Crusher and driving his elbow into his back, with enough power sufficient to knock Crusher to his knees. 'Ah!' Crusher cries.

'It looks like the… um… the… um… The Masked Marvel is proving himself a more then worthy opponent' the referee quickly devises a name for Parker's alter ego. 'We've never seen Crusher take such force like this!'

'You want to fight?' Crusher gets up in a fighting position, to face 'The Masked Marvel.'

'Yeah, sure, I'll dance, so long as I'm not covering insurance policy. That's your job as a senior punching bag' Peter flicks his wrists, emitting some of the gooey webbing he compiled at home, webbing Crusher's right hand to the ground. 'What is this? You're cheating!' The Crusher shouts at his opponent. 'This? This my little Monsieur… is what's going to bring me a bang for my back' Parker fires two web strands at his opponents shorts, pulling them down to reveal love heart patterned boxers underneath.

'Oh, there you go' The Masked Marvel turns to the crowd.

'Hey, put my pants back on!' Crusher cries, as MJ, from the crowd, begins to crack from laughter.

'I'd rather not spoil it for the crowd' The Masked Marvel begins to whistle some cool tune that he heard off of a 1994 TV show, as he approaches Crusher slowly, separating his jaw to inspect his teeth. 'And your mother didn't even teach you how to brush!'

After knocking at Peter Parker's door for several times, and not being met by a reply, because he's out wrestling, Uncle Ben decides to go on a search for his nephew around the block. He searches around streets, alley ways, inside some convenience stores and the 'Arcade', and yet he doesn't find Parker, deciding he'll take a second look around the block. 'Where is this boy?'

Once The Crusher Hogan has been insulted enough, 3 minutes are now completed and The Masked Marvel is rewarded with his grand prize. Well… not much of it, really. 'Eh… here you go' the man issuing the money to The Masked Marvel only hands him 200 bucks. 'You serious?' The Masked Marvel asks, and the man just rolls his eyes. 'Look, kid… you got what you should get. I mean, you kind of cheated with the webs, and all that stuff.' It's obvious that this man is a Crusher Hogan fan, but nevertheless, Parker just shakes his head, walking off with the money he's got, and then stormed by several agents who want The Masked Marvel for their show.

'Mr Marvel, I'll be you $1400 for you to be on my show. $1450 if I'll help.'

'You're amazing. Come on my talk show and we can, well… talk.'

'You just call my agent' Parker speaks the buzz word, and actually manages to get rid of the agents and managers, as he walks up to the elevator on the other side of the hall, whistling a tune, as a 30 something year old blond man, sporting neck length hair and a dragon tattoo plastered on his arm, exits the elevator, holding a gun in his hand, and he walks off to the direction of the man who handed Parker his money. Peter decides to ignore it, just stepping into the elevator and pressing the button to lead him to the bottom floor, and in a matter of seconds, the elevator takes him down and he exits the building, answering a call from his Aunt May.

'Peter. Parker. Where are you? You come home right this instant! Ben has been out for the past half hour searching for you, and he isn't even home yet!'

'Yeah, Aunt May, I'll be home in a sec. Bye' Peter hangs up, as he begins to walk off through the dark streets of New York City, avoiding a mugging and some suspicious looking men staring at his backpack, but nevertheless, he manages to get through the roads and even bumps into the guy who he saw exiting the elevator and holding the gun. It's evident the man had robbed the Wrestling company. _Heck, that guy at the front who handed me my money deserved it._

Once Parker is only minutes away from home, he hears a loud and sharp firing sound. One that couldn't be mistaken for anything else. It's a gun shot, and coming from the direction of his home. 'Huh… strange' Parker navigates throughout the buildings, spamming his new artificial webbing until the Parker Residence falls into his sight, and a few meters away from the building, there are some police cars and officers surrounding a dying body. 'Oh my gosh!' Parker jumps off of the building he's on, sprinting to the police officers. 'Hey, who's dying?' Parker, although the officer's attempt to push him back, resists and manages to push through them, discovering that the man dying is his Uncle Ben.

'Oh my… oh no… Uncle Ben' Peter kneels down to his Uncle Ben's dying body. He'd never seen his Uncle Ben in so much pain… in so much agony, as he struggles, trying to keep his connection with the real word. 'Peter…' Uncle Ben speaks in his weak and frail voice. 'I'm here with you, okay, Uncle Ben?' Peter reassures his Uncle. 'What… what happened here?' Peter asks the cops, as tears begin to escape his face.

'Your Uncle Ben was shot down by a criminal… sorry to say, son' Captain George Stacy emerges, handing Parker a sketch of the criminal, one which highly resembles a man that Parker has seen before. After having a look at the sketch, Parker turns to his Uncle, and to the bullet wound piercing his heart.

'Don't worry, you'll be fine' Peter begins to cry out loud.

'No, Peter… I love you. That's what matters. And I'll always be with you… no matter what. And I want you to remember something, okay… what I always told you… over and over again… that with Great Power…. Ah! Ah! Comes great… comes great responsibility' Uncle Ben shuts his eyes… dying. 'No… Uncle Ben!' Peter continues to tear. 'Please… don't leave me! Please! Please! It isn't time, yet! I'm still so young, and you're still so…'

Once Uncle Ben has been carried away, Peter Parker just sits in his bed room chair, crying himself… shedding enough tears to drown into, but still staring at the sketch issued to him by Captain George Stacy, the sketch of the overly familiar looking man… the overly familiar looking man… the overly familiar looking man… the overly familiar looking man.

The man who robbed the wrestling company.

The man who Parker let go with his own will.

Next Time:

After facing the tragedy of loss at the hands of the man who Parker had willingly let go, Peter decides to adopt a new identity as 'The Vigilante', an arachnid like anarchist set on bringing about justice to the man who killed Uncle Ben. Meanwhile, Peter Parker joins internship at OsCorp, begins discovering about of his radioactive blood, and a new villain, The Vulture emerges, with a set goal to bring in Spider-Man's blood and save Norman Osborn's life. With the classical origin story out of the way, a lot of stuff are about to be brought to the table, in the second episode of The Spectacular Spider-Man.

Character Depictions (Courtesy of L-Dog Z):

Peter Parker as Spider-Man, I wanted to write him as a cool, fun, quippy nerd, but also one who saves the bravado for his web-head alter ego. Basically, I modelled him after some takes on Peter Parker, namely Spider-Man: Edge of Time, Ultimate Spider-Man and Spectacular Spider-Man, yet still retaining the shy and nervousness aspect Parker should always have. As is evident, he doesn't speak up much to bullies until he receives his abilities. Even in Flash's first scene, when Harry & MJ were both sticking up for themselves, Parker was just staying quite. Not because he's necessarily weak, but because he's shy and nervous. After gaining his powers, we saw Parker derail and become a bit of a jerk. I couldn't help but feel that was rushed, but it was fundamental to get the origin out of the way. Parker also talks to himself a lot, he's a smart guy (as seen when he constructs web shooters… alone and without any OsCorp designs)… and that's basically my take on Parker.

Mary Jane Watson, she's also great to write. With MJ, I wanted to write her as the 'Social Butterfly' she was always known as in the comics, akin to writing her out like the Ultimate Spider-Man version of MJ. She's a great friend to Parker – as seen, she goes and visits him at hospital after the Spider bite, and she's a general mix of fun, laughter, but also braveness when it comes to it. Basically, Mary Jane will be quite erotic throughout the series. She's the kind of girl who hands out her number, hooks up with guys in parties and asks for massages from boys in class and dances in her bra to rock music. It isn't that I'm sexist, no. I really respect woman, and I, for the record, DO NOT plan on treating every other love interest like this. It's just that that's how I plan on writing MJ, and I hope you guys can understand and respect that.

Harry Osborn, son of Norman Osborn, really didn't do much here. With all the plot elements being introduced, I did take liberties of fitting Harry in as a smaller role (and heck, I even considered completely cutting him out at one point), but I didn't want to eliminate the pre-existing link between Peter Parker & Norman Osborn. But, basically, Harry is like a brother to Peter. They trade jokes, they study together, eat hot dogs together – and so that's the take that I'm going with Harry. Later on, as the story progresses, I have plans on transforming him into a darker character, such as Harry from Spider-Man: TNAS or TASM2, but for now, that's basically Harry, and he'll serve a MUCH larger role in the second chapter.

Flash Thompson… well, he's Flash Thompson. It can be tough to write him in at times, but he basically serves a filler of the story, until I'll later have him grow up, join the army and transform into Agent Venom, but plans like that are best saved for a later time. But, basically, now, he's just here to pick on Parker and his friends, and generally make their life miserable. However, I DO want to write Flash Thompson as human, meaning he's vulnerable, and even weak. Heck, he's a bully, and bullies are generally weak people, so Flash will get more expanded en as a character in later chapters.

Norman Osborn, you can see he isn't just a horrible, horrific person. Generally, he was just CEO of OsCorp, and he also generally wasn't a great father, but after suffering from a genetic disease and being forced to desperation with the test results, Norman has decided that his only method of survival would have to be the Spider's venom, and so he decides to test it on Parker before directly taking in the blood for himself. So, we'll so what goes…

Notes:

Okay, so let's talk Spider-Man: Unlimited and why that was cancelled. Basically, it was really messy and all over the place. Let me give you some examples of what really went bad with that story. For one, after an encounter between Peter & Liz, I had Peter think this; _I just want to punch Flash, I just want to punch Flash. Then go over to Liz and lower her grades so that she's the worst in her class; oh wait, she already did that by herself._ That dialogue was just messy and wrong. Also, I even had one freakin' scene where Norman Osborn & Harry Osborn went out for a bonding stroll together, with Norman commenting and saying he's glad to see Harry so happy. Within the fourth chapter, I had already included four freakin' MARVEL heroes that AREN'T Spider-Man, which is a lot for a series that has only just begun. So, basically, it was messy, and like the Wild West.

So… this Spider-Man story was in work for 8 months. I originally had plans for a more mature M version of Spider-Man; another Spider-Man story set in the Evolution universe with Spider-Man as an X-Men member; another fic that skipped the origin story and had Goblin building an empire (which I still have plans for that written down, but they're scrapped), until I finally settled on this story and just… WROTE!

If you enjoyed this first chapter, then the second chapter will blow you guys away. Now with the primary origin story out of the way, I can finally break out of the mythology zone and find my comfort as a writer, which I really think all of us need. So the next chapter will introduce new plot elements into the series, and expand on the characters.

As for that scene with Kingpin, yes… that IS an important scene. It wasn't simply just 'thrown' in there, it's a set up for the plot after this one, which revolves around the Arsenic Candy, The Apocalypse, The Rhino, The Kingpin, and The Enforcers, but we've got to get through this plot first.

I wasn't really sure at times about how I wrote out the origin. At parts it felt rushed, but in others, I just really LOVED it, but overall, for a first chapter, it's really great, for me.

Beginning the story with Spider-Man being beat up from a future chapter, then having Parker monologue and introduce the characters was one of the ideas inspired from L-Dog Z's Spider-Man: Evolution fanfic. If he's reading this, I really hope he didn't feel I ripped him off.

As for chapter two… that might be a long wait. Because I really want to construct a chapter that can double on the great elements of the first chapter and strip it from the elements that didn't succeed, and so I won't begin writing chapter two until all the reviews roll in and I get all the feedback I need.

Hope you enjoyed this retelling, and the second chapter will be up soon! Thanks, and leave a review.


	2. Origins of Spider-Man

Well, welcome there fellas, how have you been? Hope you enjoyed the last chapter, and… I'm really sorry to disappoint here. You were likely accepting a continuing, but this is basically a rewrite/retelling of the first chapter, mainly to fix the flow, add better detail, change some scenes and alter the pacing, as well as removing some unnecessary scenes. Also, I felt the first chapter ripped off L-Dog Z's Spider-Man: Evolution TOO MUCH, and whilst it's a great story that gave me some inspiration… I just felt I took too much from it.

Also, as you can see… I've changed the name of the story, sorry. Primarily because Spectacular Spider-Man is just too mainstream, so I hope the new title is justifiable. Anyways, I'm not sure why I freakin' added Stan Lee as an intro. So… enjoy!

…

The Origins of Spider-Man –

Peter Parker, 15, is held up against a locker by Flash Thompson, an older boy around his age with blond hair gelled up perfectly, and a varsity jacket covering his whole upper body, grins wickedly, pressing Peter even harder. 'So tell me, Parker' Flash threatens. 'You'll do my homework, huh?' Peter Parker's a thinner, slimmer frailer boy, his glasses on the edge of falling off.

'Real original, Flash… and it's simple, you know. You can even ask Connors for help' Peter Parker swallows his fear, beads of sweat threatening to drop from his face.

'Yeah, nice one, Twilight' Flash Thompson points his hand to Parker's face in a fist. 'I'll say this… once again-'

'Flash, just let the guy down' Liz Allen, Flash's blonde girl friend, and in Parker's eyes, the best looking girl in this school, approaches.

*Sigh* Flash turns to his girlfriend, his fist still raised. 'Just a second, babe-'

'No, Flash, I'm serious. Stop wasting your time' Liz pushed the envelope, and so Flash Thompson sighs, dropping Parker down. 'Lucky this time… but I'll come back to you in a couple of days from now. Finish off the work' Flash slings his arm around his girlfriend, as they both walk off.

Peter Parker sighs, fixes his glasses into place, and reaching for his books.

'Just like old times, eh?' A Brooklyn accent utilizes Parker's attention, as he looks up to face Hobie Brown, a boy in Parker's age, dressed in a letterman jacket, his hands stuffed in his pockets – one of the only guy's in the football team who actually likes Parker, with Randy Robertson standing alongside him.

'Accept getting told by Flash Thompson to do his own homework was never old' Peter Parker comments, as Hobie leans down and helps Parker to pick up his books, then helping Parker up, and handing him his books.

'Thanks' Peter thanks his classmate.

'And, dude. Don't let it bother you' Randy Robertson keeps a straight expression. 'The guy's a jerk to everyone. I'm kind of his friend and I know that.'

'I mean, who doesn't?' Hobie smiles. 'Oh, well, there's only so much we can do in this world, can't we, bro. By the way, just stay safe, alright? Awesome, see you later' Hobie pats Peter on the shoulder, walking off, Randy following him.

The bell rings, as Peter walks off to science class.

'Our specimen is almost complete' Norman Osborn, founder or OsCorp, who literally built the company from the ground, examines his latest project, his latest trophy, through a microscope, which zooms onto his almost completed Genetically Enhanced Spider so that he can count each hair on its back. His blonde, 29 year old assistant stands beside him, also in a laboratory coat.

'This masterpiece… my fortune' Norman Osborn backs his eyes from the microscope, turning to Justin. 'Because of me.'

'I only wish I could've help' Justin frowned, attempting to please his employed.

'Heh, don't kid yourself, Justin' Norman begun tweaking around some equipment. 'Well, at least you did something. Primarily it was my work, but you helped.'

'Then I'm really glad I could do so' Justin kept a straight expression, decided not to get too casual with his superior; no one ever did. 'But if you wouldn't mind I make a suggestion' Justin attempted to grab a hold of this situation. 'If I could make a suggestion… we'll have to ensure this Spider is safe for display.'

'Ah… Justin, don't go ahead of yourself' Norman said. 'Just because I dropped a small compliment… does not mean you're in command.'

'I'm aware, Norman… but I would like to help' Justin said. 'Before you display this publicly, I think it would be only practical for our new accomplishment to go through safety testing.'

'I'm practical, Justin' Norman turns back to the specimen. 'I'm practical enough for my company to be profitable. And that's that. Let's proceed with testing, Justin. Unless I'm hiring any more hooligans… I don't think we'll be having an accident.'

Justin sighs. 'Yes sir… let's continue.'

Peter Parker enters science class room, with all students already filling the room. The jocks – Flash Thompson, Kenny Kong and Randy Robertson – are seated in the back, with Sally Avril and Hobie Brown seated in front of them, with Liz besides them, and red-headed social butterfly Mary Jane Watson sits in the second row of seats in front of the teacher next to Harry Osborn, the son of 20 billion dollar man Norman Osborn, and Peter Parker lets his bag drop, sitting next to him. 'I thought it was our trio tradition to come to class together' Peter Parker said. 'And now I've been third wheeled.'

'That's when you aren't late to science class' Harry Osborn tells his friend.

'That's because Doctor Connors always is' Peter counters.

'And why is he, anyway?' MJ asks.

'Visiting his wife, I assume. She's in hospital' Parker explains.

'Hospital?'

'Yeah… Martha lost a limb in the same explosion that he did' Harry comments.

'That's horrible' MJ feels sympathy.

'And there he is.'

'Hello students' Doctor Curtis Connors walks into class, his hair more of a mess than usual, but still dressed in his signature lab coat, showing his bionic right arm, a replacement for one he lost in an explosion whilst aiding the GI's. 'Good morning, sorry I'm late, I was just held up by a really important matter at hand, but I'm here now. Not sure if you've been told last lesson, but we'll be going to OsCorp in two days' time.'

'Ugh… Excursions' Flash Thompson tells Kenny.

'OsCorp' Peter whispers to himself, smirking.

'Yes, I'm assuming everyone in this room is excited to hear this news' Doctor Connors fakes a smile. 'Alright, so you are to get these notes signed off by your parent of guardian. If they can fill out the form below, you'll arrive at school at normal school time and you'll be assigned your name tag. Am I clear?'

'Yeah, sir' basically the whole class says.

'Great now… let's begin work… today, we'll be studying reptiles…'

The rest of the class's teaching was revolved about reptiles. The class was taught several sorts of Lizards and interesting stuff about them. One sort of reptile – The Toadhead Agama, small desert crawling lizards, are capable of communicating to one another by curling and uncurling their tail. They're really creepy looking. The other Lizard they were taught about was the Flying Gecko. Accept they can't fly – they can crawl on surfaces. Several of his knowledge on these Lizards, Doctor Connors had explained, were expanded by his research on Neogenics from OsCorp. After class, Peter Parker caught the bus to the bus stop nearing to his house, skating the rest of his way on his board to his small house – The Parker Residence, where he lives with his Aunt May and Uncle Ben, the two aging, lovely, caring people Peter was passed onto around the time of parent's death.

'Hey, son, wanna paint the walls with me, Michelangelo?' Uncle Ben asks, standing on stool and painting the walls of the dining room. 'Well… of course you don't, but come on anyway.'

'Don't be so hard on yourself, Ben' Aunt May cries from the kitchen, cooking up spaghetti and meatballs.

'It's been 34 years with you, and I've been hard on myself, May' Uncle Ben comes down from the stool. 'It aint stopping me.'

'Then don't give it a chance to' Peter Parker drops his bag down, grabbing the brush from his Uncle Ben, dipping it deep in paint. 'And, hey, Aunt May… can't say I didn't miss the only person in my life who can do all the heavy lifting.'

'Oh, Parker, what are these kids at school doing to you?'

'What are they not doing to me?' Peter hopped onto the stool, running the thick coating of paint against the walls, sticking his ear phones into his ears, switching on some punk.

'Well, finish up quick Peter' Aunt May calls out.

'Huh?'

'We're having dinner now… finish' Aunt May repeats, rewording herself.

'Alright, I'll be quick' Peter Parker speeds up, as Uncle Ben helps out setting up the dinner table. 'In all honesty, Peter, I don't know what in the world I would do without you.'

'A lot' Peter responds, finishing up the wall painting in a matter of minutes, 'finished', receiving a 'thanks' for Uncle Ben once they've finished setting up the table, and the Parker's sit down, with the food laid out on the table in front of them, as everyone serves themselves. 'So, Peter, anything interesting happening in school?'

'Uh huh, yeah,' Peter begins to explain. 'Excursion to OsCorp Labs.'

'Wow, that's cool' Uncle Ben comments. 'When?'

'Two days' time. We're going to see neogenic stuff and all other cool stuff.'

'Well, that's great' Aunt May says. 'We have to sign off on anything?'

'Yep, I'll go and fetch the note out of my bag once we're finished' Peter puts a meat ball in his mouth.

'Short notice' Uncle Ben isn't complaining, just pointing that out.

'Maybe its cause they don't want to give us much of a chance to change our mind and NOT go' Peter jokes.

'Maybe.'

'And how's the Osborn boy?' Aunt May asks.

'He's great, just not really excited to spend a whole couple of hours in his dad's company' Peter explains. 'I mean, who would be?'

'The poor boy… so unlucky; his father doesn't even bat an eye on him' Uncle Ben says. 'Norman Osborn isn't a bad guy. Just thinks it's some sort of waste of time to pay any attention to his son, and since Mrs Osborn's death, he's grown more distant then Harry' Peter describes.

'Okie Dokie' Uncle replies to Peter. 'Slightest idea why?'

'Dunno… even Osborn Jr. Doesn't' Peter finishes up, standing. 'I'll go get the note.'

Norman Osborn steps into the private labs of his corporation, lead in by assistant Norman Osborn. The lab is crowded with a ton of scientists, some working on their own projects and others helping each other and expanding on their accomplishments. No one says a word to Norman; because they know he would only come here if he was there to speak to one specific person. And he is; Norman approaches Otto Octavius, veteran OsCorp scientist, who is currently working on his neogenic recombinator, a device gun, with several mechanics built into it. Norman's hair is cropped, dressed in an oversized coat, and a pair of purple goggles. Otto turns to Norman, removing his hands from his machine. 'Mr Os- Mr Osborn' Otto stutters, speaking nervously.

'Octavius' Norman's face expressions are blunt, and the note in which he speaks in. 'How is the machine?'

'Um… good, sir… It's going good' Otto seems to be constructing the words Norman wants to hear; and the words that'll be best for Otto himself.

'Good' Norman conjures a dry smile. 'Alright, you are aware when your deadline is?'

'What? What deadline, Sir Osborn?' Otto is completely, utterly baffled.

'Let me inform you… your machine must be complete for demonstrating in two days' Norman begins… and ends.

'What? Explain?' Otto dwells.

'That's it. It's simple. We're demonstrating the recombinator in two days in our expo. Complete it… please do, for your own sake.'

'No… it's barely enough' Otto swallowed heavily, noticing the idiocy of him going against his superior.

'Please, down argue. You'll just slow yourself down. Finish. Your. Damn. Project; in two days… understand?'

'I… I-' Otto begun.

'Don't… I have to leave' Norman Osborn turns, walking off, not even offering Otto a chance to speak. 'Finish off your work… or else you'll be removed.' Justin followed Norman, leaving Otto alone, humiliated in front of all of his co-workers.

'Removed? What is this?' Otto turned to his project, continuing his work.

Two Days Later -

'Stop! Stop the bus!' Peter ran behind the school bus, banging violently on the side. 'Stop… please!' Nevertheless, the bus driver just chuckles, refusing to stop the bus. 'What a dork!' Flash Thompson and Kenny just almost laugh their heads off.

'Stop the bus, you idiot!' Mary Jane power walks up to the bus driver.

'Sit down, Moulin Rouge!' Flash calls out to MJ, yet she still continues to speak to the bus driver.

'You don't wanna get fired, do you?' MJ asks a rhetorical question.

'By who?' The bus driver continues to laugh off, and drive.

'By my father' Hobie Brown approaches, reminding the bus driver that he's the adopted son of Norman Osborn – the freakin' owner of OsCorp. The owner sighs, pulling to a stop, allowing the doors to the bus to go open, and for Peter Parker to walk inside. 'Thanks' Peter thanks Hobie and MJ. 'No problem' Hobie responds, as Peter Parker walks to a seat, sitting next to MJ.

'Why does it always have to be me?' the bus resumes its journey.

'Maybe it's the Parker charm' MJ smirks.

'Or maybe it's the fact I look like that guy from Osborn's Assassin's Creed thingy. What was his name again? Audi?' Peter begun talking a lot. 'Speaking of which, where is Harry.'

'Decided to take the limo.'

'How come?'

'Maybe the bus is just too main stream.'

After a long winded bus drive, with Flash Thompson telling off Hobie for letting Parker on the bus, Kenny joining, Randy not bothering, Liz and Sally talking about what fashion show is on this weekend, and the other random guys on the bus just doing their own things, the bus comes to a stop at OsCorp, with the students being led outside and meeting with their female instructor – Dr Kafka. 'Good morning, students' Dr Kafka begins her monologue. 'I'm Dr Kafka, and I'll be taking you in and touring you around the OsCorp grounds today. Inside you'll find projects of all kinds – some finished, some half completed, some presentations. Well, you'll see inside. Just follow the rules and you'll have a great time.'

'Heh. Have a great time' Flash follows the rest of the class inside, as they're led inside into the brilliant, illustrious OsCorp grounds – several bright minds working their way around the expo; several intricate machines on display, with scientists and researchers at the head of many projects, offering some quick, useful information. 'Wow' Peter's eyes circle the area.

'That's cool' Hobie whispers to Peter.

'I know' Peter speaks back, still fascinated.

'Where you are now is the official OsCorp labs' Kafka came to a stop, urging all the other students to do so. 'This is actually where OsCorp commits to a ton of their research. If you look around, you can find a number of scientists publically working on their project. But we work hard on trying to keep our secrets hidden. Recently, OsCorp has been dedicating their research heavily into neogenics. We've discovered several interesting concepts. Let's have a look around' Kafka continues to lead the class.

'Ew' MJ holds Peter's hand.

'What?' Peter asks.

'This sort of stuff creeps me' MJ confesses.

'Hey, Moulin, move out of the way' Flash pushes away at MJ, cutting in to reach Randy Robertson.

'Jerk' MJ curses the jock

'Alright' Kafka stops to allow the students to watch a demonstration, being led by a 30 something year old OsCorp scientist – Otto Octavius, hair cropped, short, but clearly guarding his nervousness. The demonstration had an object – labelled The Neogenical Recombination – which was hooked up onto a machine that hung it high up, and could be navigated with a remote control. The Recombination – shaped as a gun in with a large 'bullet hole' for whatever it is that's inside to come it – was pointed directly onto an engine, a machine, one large enough it could fit a human inside.

But it wasn't a human inside; it was nuclear waste. 'So now, I'll be demonstrating to you… um… this… this project, with a sort of experiment on nuclear waste. Alright, so let us begin our demonstration. Could you please step back a bit?'

The students do what they've been instructed to do, and step back for Otto to commence his demonstration. He flashes a smile to the students, aiming his remote to the Recombinator, beginning to explain what exactly he's about to do (with words only Peter and Hobie could possibly understand).

Justin – Norman Osborn's assistant – paces around the OsCorp grounds, checking up on all the scientists to ensure they're doing all their work correctly. He passed by Doctor Curt Connors, who is demonstrating his latest project, on Reptiles, who then finishes up with his own presentation and turns to face Justin. 'Justin, sir, would you like to accompany me on my way to Otto's presentation?'

'Surely' Justin walks behind Connors.

'So, what brings you here? Any business in this place?'

'Just keeping everyone in check' Justin continues to follow his friend Doctor Connors. 'And your research; how is it?'

'Everything is going fine' Connors tells proudly. 'I've been happily contributing to other subjects too. Neogenics interests me very much.'

'What sort of projects?'

'The spiders' Connors says simply.

'Interesting.'

'As a matter of fact, the spiders are there' Doctor Connors points to the cases encasing the spiders they have been working on. 15 cases…

10 Spiders.

'Huh?' Doctor Connor's expressions completely deform into worry.

'What?' Justin stops with the scientist.

'The spiders… some of them are missing' Doctor Connors doesn't even believe his own eyes.

'How? How could this happen?' Justin too is in disbelief.

'I have to alert one of the others' Doctor Connors approaches a female scientist in her mid-20. 'Excuse me ma'am, some of the Spiders are missing.'

'Hm…' the female turns to the cases, noting that some of the spiders are missing. 'Oh my gosh' she gasps. 'This can't be happening… Norman. Doctor Connors, we need you to alert the children in the excursion. Quickly. And I'll alert the others.'

'Okay' Doctor Connors walked off.

'And I'll go do the same' Justin walks off.

_This is bad. We're screwed. _'Ah!' Doctor Connors is stung on his neck, and he falls on his knees, and then onto the ground, as a tiny spider crawls off his neck, dying instantly. 'Doctor' another OsCorp scientist runs off to Connors to ensure he's in safe condition, shaking him, yet he doesn't even move. He just stays in place, lying lifeless on the ground. 'Connors! Someone call for help!'

4 spiders are crawling their way around the facility, some clinging onto walls and others crawling their way around the ground undetected and unseen. The spiders inject their venom into scientists, men and woman, all alike, all of them dying instantly after injecting their venom into the people around the facility. With one still alive, he crawls around to release his venom, just once… before he'll end up dead.

Within his final moments, the spider finds the group of students watching the demonstration lead by Otto, one of the scientists unaware of the spiders' escape. The spider crawls up on a surface, aiming to land on one of the students…

And leaping… with a click of a button on Otto's remote control device, a beam ejecting from the recombinator fires onto the large machine the nuclear waste inside, radiating the spider and with a *boom* bouncing him off, as he lands onto Peter's hand.

'Whoa!' Peter tries to shake the spider off, noticing the whole student body is watching him. 'What the heck! Is that a spider?' Flash comments.

'Get off!' Peter swings his own arm violently, as he's stung by the now radiated Spider. 'Ah!' Peter stumbles onto his knee, as the spider falls off dead, his arm now heavily bleeding. 'Parker! You okay!' Hobie grows worried.

Suddenly, everything is flashing; everything a blur. 'Eer! Ah!' Peter falls on his back, struggling to stand back up.

'Peter!' MJ leans down to him, grabbing his arm. 'You'll be fine.'

'Ah!' Everything moves slower, everything at a snail's pace, everyone moving in a bullet time-esque rate. 'No! No! I CAN'T' Peter manages to stand, his lenses falling off as he stumbles back down. 'Ah!' And slowly, Peter shuts his eyes, passing away.

'Peter! Peter Parker!'

Peter awakes, as if he had only blinked, and found himself here. He's in the school bus, most likely being taken back to school. Had they finished off the expo? Had the tour guide called it off after the incident? How long was he out for? Next to Peter is Harry Osborn, and then MJ. 'Hm… how long was I out for?' Peter's vision slowly adjusts. He's out of his glasses, but he can see perfectly.

'Not long. Maybe a couple of minutes' Harry responds.

'So they called it off?'

'Yeah, we didn't finish the exposition' MJ adds.

'So I'm important' Peter says, before being approached by one of the teachers.

'Mr Parker, how are you feeling?' The teacher asks.

'Yeah, I'm fine' Peter smiles. 'I'm doing better, yeah.'

'Good, that's good. We called your Uncle Ben and Aunt May and they'll pick you up from school, okay?'

'Okay, that's good' Peter says.

'Don't worry, kid' Sir says. 'I'm glad you're doing fine' shortly after, the teacher walks off, leaving Parker and his friends alone.

'Oh… Parker, you finished your squirm?' Flash teases. 'Ah! Ah! Ah! Oh my gosh! It hurts, ha!'

'Get a life, Flash' MJ counters.

'Okay, Janey, I'll lay off of "brains"' Flash smirks.

'So know he's assigned us nick names – great' MJ notes, as she turns to face her two friends. 'You wanna grab a smoothie tonight.'

'You know my number' Harry accepts.

'If only my Aunt May will let me do so' Peter says.

'Don't worry… your Aunt May will be fine. She won't get too worried…'

Mary Jane Watson was wrong. Really wrong. Aunt May was worrying… very much. In fact, she was worrying as much as an Aunt could worry without getting a heart attack. 'Don't worry, Aunt May, I'll be fine' Peter assured his Aunt May, but it wouldn't work. 'Not unless we check you into a hospital ward' Aunt May taps her shoe against the ground.

'Miles Warren would be more than happy to help' Aunt May continued to argue.

'C'mon, honey, he'll be fine. Just so long as he gets some rest, we won't need any doctors' Uncle Ben brought his nephew a cup of tea from the kitchen, handing it to him.

'Thanks – see, Uncle Ben speaks logic' Peter sips from the tea, not waiting a moment for it to warm down.

'And I don't' Aunt May sighs. 'Spider bites can be really serious.'

'Well, mine isn't' Peter drinks more, setting his hot drink down. 'In all seriousness, Aunt May… this is not serious.'

'Let the doctor decide' Aunt May is clearly having a one sided argument. 'Okay, but you'll stay in your bedroom.'

'No, Aunt May' Peter chuckles. 'I've got something on with my friends tonight.'

'You've got something with your friends tonight? Peter, this is your health we're talking about.'

'Alright' Peter stands up. 'Okay, I'll see how I go' without another word, Peter turns, walking off and pacing up the stairs, quickly making his way to his bedroom upstairs, opening the door to his room and walking inside. His bedroom is covered with posters of punk, rock, Albert Einstein and other geniuses in humanity. Peter falls into his bed – tired. 'Hm…' Peter whistles to himself, clapping. 'Well that was strange.'

After a short nap, Peter Parker wakes up again, feeling refreshed. No longer is he tired, no longer is he dizzy, no longer as anything feel strange… accept perception. Everything moves slower. Everything is 4x slower than it should be. And Peter can notice and note everything. A fly buzzes around the room, and it's as if he can feel it… it's as if it's calling out with him. His clock ticks, he isn't looking at it… but he _feels _it nevertheless. He can't explain it… it just happens.

_Alright, now that's strange _Peter walks up to his computer, sitting down on his seat, switching the monitor on, watches the screen light to life, and clicks onto Internet Explorer, typing into the search bar – spider bites. Clicking onto 'images', Peter finds himself staring at a ton of images of disgusting, nasty spider bites. Before he continues, Peter runs up to his mirror, examining his own Spider bite.

It's red, round, and partly swollen. 'Hm…' Peter's finger nears to his spider bite, slowly… slowly, and then he touches it… tips it slightly. 'Ah!' He silently screams, and it stings him mildly. 'Mother…' Peter continues to examine his spider bite – his strange mark. 'Huh… now I guess I have a distinctive feature' Peter walks back to his computer, sitting down – continuing to scroll through the 'images' results, looking through some pretty nasty marks… none of them resembling his.

'Alright' Peter switches off his monitor. 'That's just strange. I guess I'm special, you could say. And… I also talk to myself.'

Days pass, and Peter Parker still can't find anything even remotely similar to his spider bite. The swelling begins to calm down, and Peter Parker begins to lose his mark, the image of his circular spider bite mark beginning to evaporate – he monitors the progress every day. Flash Thompson often teases him about the day he was bitten by the spider, MJ always asking Peter 'how you going?' or 'how's the bite?', and Harry being, well… Harry, and just forgetting about it all, leaving that behind.

Hobie Brown just asks questions. How Peter felt after the bite, how long it took for the effects to wear off, and how had the aftermath looked like. Of course, Peter Parker can't tell him about the constant changes he'd been experiencing in the past couple of days. His enhanced speed, his senses, the increased agility and strength… it all resembled the traits of a spider. The spider that bit him… could've transferred a ton of its venom into him, imbuing him with these strange, peculiar abilities.

Aunt May begins to calm down, still taking caution with Peter, but nevertheless, she stops suggesting he go to hospital, with Uncle Ben watching the World Cup with Peter Parker just as they usually do, assuming a normal routine, but Liz and Sally stay away from Parker, afraid he'll transfer some 'spider bite germs.'

Doctor Curt Connors stops showing up to school the past couple of days. Apparently he's sick… he was bitten by the radioactive spider too, and he was suffering side effects. His skin has been deforming, with scars forming around his face. From there on, he's replaced by Raymond Warren (yes… another Warren). He's enough… just not as great as Doctor Curt Connors.

'Peter Parker! Be useful, will you?!' The coach rants, as Peter Parker, Flash Thompson, Kenny Kong, Randy Robertson and Hobie Brown are in basketball practice, and it's Peter Parker's turn to go up against Flash Thompson for exercised. He'd failed before… 59 times. One time, he remembered Flash ended up knocking the ball out of his hand before he could even jump, gain enough momentum and score. The other time, Peter charged at Flash to get the ball in the hoop but fell face down on the ground, and the third time… Peter had avoided Flash Thompson, tried his best to jump high and throw the basketball into the hoop, but ended up missing the hoop and falling bum first to the ground. This time… It'll be different. He promised himself.

'Alright, Parker, snap out of your day dream' Kenny handed Peter the ball.

'Um… yeah, sure' Peter hands the ball in his two hands, turning very often to face Mary Jane Watson and Harry Osborn, who are watching from a distance, alongside some other students. _C'mon Parker… work the charm._

'What you waiting for?' Flash taunts. 'You waiting for that OsCorp kid to save your sorry butt.'

'You wait, Thompson' Peter whispers, as he walks forward to Flash, continuing to bounce his basketball.

'What was that?' Thompson asks, as Peter rapidly rushes forward, bouncing the basketball and aiming directly at Thompson, who fixes himself in a defence stance, ready to tackle Parker to the ground, who continues to sprint at great force… and then… before Flash can stop Parker – tackle him to the ground – he basically rams Thompson onto the ground, leaping high, tossing the basketball through the hoop, and oh god…

It lands in the hoop… and smashes the back board.

Peter falls on his two feet, turning to face Flash, who is laying in the ground, on his back, in agony, with the rest of the student body staring. 'Ah! What the heck?' Flash turns to face Peter. 'I am very sorry' Peter apologises, turning to the basketball coach, who is just in sheer awe.

'Peter Parker… come here' the coach gestures for Peter to come over.

'Um, uh… one sec' Peter approaches Flash, leaning down, grabbing his hand and helping him up, whispering a 'sorry' into his ear, still shocked and surprised by his own ability, as he walks off to the coach.

'We'll keep you on the team' the coach tells him.

'Really?' A smile fills Peter's face.

'Yeah, I was thinking quarterback' the coach responds.

'Peter, that was so sick' Harry approaches, with MJ following.

'You don't say' Peter is struck with a sense of confidence. 'I can't… I can't believe I could do that.'

'Neither did me' Kong walks up, throwing his hand around Parker's neck, fisting him into the arm. 'Twinkle puff Parker no more!'

'Thanks, Kenny' Peter smirks. 'But aren't you going to check up on Flash' Peter turns to face Flash, who is being helped up to stand straight by some of his friends.

'Nah' Kenny Kong says, chuckling. 'He'll do fine on his own. So let's go celebrate with some pizza.'

'Okay, then' Peter, Kenny, MJ and Harry walk off… to celebrate with pizza.

'That was awesome!' Hobie tells Peter and the others, as they set in the cafeteria at lunch snacking on pizza slices. 'I mean, you just smashed Flash. I know I'm kind of his friend, but all the crap he's been giving you and is friend, it kind of just bothered me, you know what I'm saying?' Hobie finishes off a slice of cheese pizza.

'Oh, nah, it was simple easy' Peter takes advantage of this situation. 'C'mon guys, Flash is no Cena.'

'Shut up!' Flash approaches the group, still limping. 'That was just warm up. Wait until tomorrow, he'll be given the real deal.'

'Oh... the real deal, huh?' MJ acts sarcastically, turning to Peter. 'The real deal, Parker boy, you should be afraid.'

'Better prep myself' Peter plays along, failing to realise he's such a jerk.

'Um… look, Flash,' Hobie begins to add. 'Let's just, let's not talk about this. Not now at least.'

'Huh? Nerd' Flash snarks, turning and walking off to join Liz Allen, Sally Field and Randy Robertson. 'Oh, well, there he goes' Peter finishes off the final slice of pizza. 'Well, I guess the bell's going off in a while. No point in staying here. See ya guys; and thanks for backing me up MJ – not sure what I would do without you' MJ stands, grabbing his set of books.

'Anytime, Parker' MJ eats a chip.

'See you guys' Peter turns, walking off.

After school, Peter Parker returns home to his Aunt May and Uncle Ben. Peter kisses his Aunt May on the cheek, hugs Uncle Ben, walks off to the kitchen and opens up one of the draws, picking out a packet of biscuits and snacking on about 8 of them, finishing the whole packet. Once he's done, he picks a muffin from another draw, munching on it quickly, then finishing off that, and then grabbing himself some choc chips and chucking them into his mouth… chewing them down, continuing to indulge of several sorts of foods and snacks. 'Slow down there, Peter, you wouldn't want to gain too much weight' Uncle Ben sets down his newspaper.

'Alright, I'm finished' Peter finishes up a chocolate bar. 'I have got some study to do, so I'll see you, my lovely Aunt and my jacked up Uncle, once I'm finished up all my work, which will be about a lifetime, so you can wake me up then, okay?' Peter feels certainly more energetic than usual, as he walks through the living room, beginning his pace up the stairs. 'A lifetime? Then who'll eat my meatloaf?' Aunt May jokes.

'No one eats your meatloaf' Peter reaches the second floor of their house, finding his bedroom, throwing himself onto his bed and dropping his books, and his pen… which doesn't fall off. 'Huh?' The pen just adheres onto his hand. 'Strange.'

Peter strains to remove the pen, pulling hardly… yet it just doesn't fall off. It just sticks there, as if it's been glued on there. 'Alright, then' Peter smashes his hand onto the wall nearest to him, causing the crack, but nevertheless, the pen falls off. 'Oh my god?' Peter's hand cups his mouth. 'Oh…' he whispers, lowering his hand, then standing. 'Okay, this is strange' Peter almost picks up his books, but doesn't want them to stick onto his hand.

'Wow… wow!' Peter just kicks his books under his bed, staring at his hand. 'Okay… so it was that god damn spider that did this to me' everything seems to click together in a single moment, and Peter realises what has happened… the incident with the spider.

'Then what can I do?' Peter smirks, deciding he'll try out something rather strange. Parker approaches the wall in front of him, staring at his own hands before he ventures to try out something ridiculous. 'You can do this, Parker…' Peter musters up all the strength he possibly can, leaping high and grabbing at the wall – both his hands and feet, and he just clings there. 'Wow… wow!' Peter begins to scale the wall, his hands being able to slip in and out of the wall with ease, until he scales his way onto the roof, and he stares down at the ground upside down.

'Whoa!'

So, the idea to rewrite the opening chapter came to me when I noticed several issues with my initial first chapter. First came the pacing and flow; I wasn't overly happy/proud with that. In fact, I didn't realise anything wrong with the flow until levelxtremedude had it pointed out for me, and so I really THANK them. Hopefully, they enjoyed this chapter.

Also, I decided to split the origin into multiple chapters, just as Ultimate did with its own origin. It just has the story flowing better.

So, Hobie Brown, for the most part, is a primary character, at least in this chapter. I decided to add him after reading a great fanfic that had him in it, and then discovering Hobie was in Spectacular, so that inspired me to add him in there. I love writing him very much, but I couldn't help but sometimes feel as if I was writing him out as a 'typical Brooklyn kid.'

And, yes, he's Harry's adoptive brother, mostly to tie him into bigger plots.

I've got long term plans with this series. This'll most likely be 5/6 season-er, depending on how successful this goes. Please read… and review. Because, as I think I've mentioned before, I really enjoy the thought of read/favourites/follows, but I also like the knowledge that someone truly READ my whole story. A view can simply be someone who clicked on my story, and then unclicked, so please review.

Hope you enjoyed. Not sure how this'll be perceived, so please review. Hope you enjoyed!


	3. Becoming Spider-Man

Hello there – ladies, gentlemen, others and not specified, how are you there? Just me here with another chapter of Spider-Man: New Universe. Before we begin, I guess there's some stuff I have to say, so bear with me, sorry. First off, this series has been enjoying great success and feedback. Generally, it's been well received, save for one review I remember which was more critical than other reviews. But, thanks guys, thanks for sticking with me on this somewhat... bumpy ride. And a special thanks for those who have reviewed. It's really great to have reviews.

Unlike all other chapters, this chapters is rather LONG, so I'm really apologetic for those who may find long chapters off putting, but there's a ton of stuff to get through in this chapter – I didn't want it to forcefully flow through a single short chapter. This chapter sees the birth of Spider-Man, and, well, the creation of a Spider-Man antagonist, who I'm hoping to portray well.

This is the most Spider-Man story out of my trio that I've been really proud of. Frankly, I like what I've been doing, and it's with great pleasure that I see you guys are enjoyed it so much too, which encourages me to write up more chapters, even if it's just a favourite/ follow. And on another note, not sure if I said before, but I'm basically rebuilding the MARVEL universe, so you'll see a lot of other stories popping up with the subtitle 'New Universe' pasted onto the end, so I hope you enjoy what I'm doing with that.

Now... ENJOY!

…

_Becoming Spider-Man - _

'Owe… that hurt' a teenage boy is hurled against a car, shattering the glass windows into several pieces, his whole body aching. No sooner, he's picked up by a metallic, mechanical tentacle, who a fist smacking hard against his face. 'Alright, Octo, round two.'

SMACK! The antagonist drives his fist forward. He's a man in his mid-30s, dressed in an oversized coat, a pair of ragged trousers and boots, with a pair of goggles chucked over his face. With his other 1 of 4 mechanical mind-controlled arms, he clutches the teenagers face… pressure! The teenager is dressed in a red and blue spandex body suit, covering his whole body, the design meant to resemble an arachnid, for example, a large spider symbol plastered on his chest, a smaller, red one on the back and web designs and patterns drawn all around, with two large eyes built onto the masks. A cheap costume – something a 15 year old kid from Queens could easily come up with.

THRASH! The villainous man whips the teen with his other mechanical arm, as he holds him into place with the other. A whole crowd is gathering around Times Square, all in shock and awe at the two men's feats.

Nevertheless, the teen in spandex is being beaten down… beaten down to death.

Spider-Man: New Universe –

Slowly, Peter Parker's powers are beginning to evolve. Signs of increased strength, an overall more toned build, have been evident/showing, his body is now more agile, fast, more malleable and articulate, and just… just more aware of his surroundings. Days pass, Midtown Magnet High School still chattering about the whole topic of Peter Parker actually not missing the hoop in basketball practice. Seems he's getting popular.

'Damn it, May, if they'll just stop sending all these bills' Uncle Ben chucks an envelope aside – the one concerning the electricity bill.

'I know, Ben, but I guess we just have to do our best to pay them all up' Aunt May approaches her husband, who wraps his arms around her. 'For us. For Peter.'

'What for me?' Peter wall runs down the stairs, leaping past the last three steps like Faith from mirror's edge. 'Huh, I just realised I run a lot like Faith!'

'Peter,' Aunt May separates from Ben. 'We were just talking about parent stuff. You know, parent stuff that shouldn't bother you too much.'

'The usual, I guess' Peter runs up to the kitchen, grabbing a biscuit from the drawer, beginning to munch on it as he drapes his bag around his bag. 'Alright, Aunt May and my good ol' Uncle Ben. I'll be back in 0 to 3, okay?'

'Okay, you don't want a drink?' Aunt May stops Peter before he's to leave.

'Oh, yeah, a drink, right, I knew I was forgetting something' Peter speaks in a speedy matter, running back to the kitchen and grabbing himself a punch. 'See you, guys, love you' Peter walks to his Aunt May, kissing her on the cheek, then walking off and exiting the Household.

'Well something's strange about him' Aunt May tells Ben.

'You don't say.'

…

'So… what we got?' Harry Osborn asks his two friends in cafeteria, Peter Parker and Mary Jane Watson.

'Dunno, I think it's English or something' MJ shrugs, getting up from her own seat, and so do Peter and Harry.

'Ugh, I think you mean drama' Peter corrects his friend.

'Ugh? What do you mean, Ugh?'

'Just don't find it all that fun. I'll see you guys in class' Peter walks off through the cafeteria, as he's darted with half a dozen meat balls from Flash and his friend Kenny. 'Ha! Parker!' Flash cries. 'Oh… that Spider bit me… It's scaring me!' Flash emulates.

'Alright, Flash, you got me' Peter stops… class can wait. He walks up to Flash Thompson, a confident smirk evident on his face.

'I'm glad you could admight' Flash chuckles.

'It's "admit", you idiot' Peter pushes the envelope.

'Oooh… Flash Thompson' Sally adds. 'You're not just going to stand there and get told off by Punk Parker, will you?'

'Not by a long shot' Flash grabs his basketball. 'You see, you've tried your luck… enough and enough for the past few days. And I'm here to tell you it's over. DAMN MONDAY HAS COME!' And Flash swings the ball…

It's the feeling again. The feeling, the sensation… the tingle going on in the back of his head that tells him crap is gonna go down. And suddenly, he's aware of everything. The movement. The motion. The seconds. The time. The reflex. Everything is slow… everything moving at his accord. Enough time to react… enough time to counter. Peter raises his arm, lowering it down at great speeds… and grabbing the basketball, clutching Flash's wrist… and twisting it with great force. And suddenly, everything begins to move again…

'Ah!' Flash cries, bouncing back, clutching his arm in agony, as blood begins to flow. 'Jerk!'

'I'm sorry!' Peter apologises, now aware of his arrogant, shameful move.

'Wow! Oh my god!' Kenny isn't very aware of the importance and seriousness of this situation.

'Ah!' Flash swings with his other arm, giving Peter barely enough time to react as his arm shoots up, grabbing Flash's wrist, flipping him and smashing him onto the ground. 'Nah!' Flash regains his balance, senses realigning, as he charges forward, throwing a loose kick, one which Parker easily evades, until he's met by a fist to the face, but that too, he dodges, tugging Flash from a back of his shirt and smacking him against a table. 'What the heck?' Flash is enraged, and obviously hurt, pressing his hand against his own back.

'Peter Parker!' One teacher roaming the cafeteria approaches, aware of the scene.

Peter Parker has lost, and he lets go of Flash, turning in embarrassment to face the teacher. 'Mrs Brown… this isn't how it looks.'

'Don't try, Parker… don't try… you're coming to the office with me' Mrs Brown instructs him to do so. Peter sighs, turning to Flash with a look that signals, _it's on again, _a look Flash doesn't return. 'Alright, Mrs, I'm sorry' Parker follows Mrs, whilst Flash is carried off to sick bay.

Otto Octavius wakes up Monday morning. Today, he got to sleep in. He didn't have any work on, his Neogenical Recombinator was complete, and he was free to do almost whatever he wants. Waking up with a smile in the mirror, Otto has a nice, short shower, throwing on his best clothes and walking down the stairs, where he finds his wife Rosie sitting against a couch, watching her favourite television series. 'Good morning, darling' Otto approaches his wife, who treats him to a short kiss.

'Otto, what are you doing so early? You should be sleeping in today. Did you forgot this is your only day in a very long while you're off work?'

'Which is why I want to spend it all with you' Otto smiles, sitting on the couch with his wife.

'Oh, Otto' Rosie chuckles, kissing her husband again, then getting up from the couch. 'Breakfast is ready, would you like to eat?'

'Of course' Otto responds, as Rosie walks off to set up the table, but Otto has other stuff to do. Picking up a wad of envelops, Otto unwraps them from their seal and begins to skim through them all. He's looking out for bad news. Has he been fired for the incident? The spider incident with the student Peter Parker? The incident that has caused him SO MUCH guilt… he has had to hide it from his own wife?

No, thankfully, he's still on the job. None of the letters invoke bad news. RING! RING! 'Sigh…' Otto picks up his phone from his pocket, reading the ID of the caller – Mr Norman Osborn. 'Oh no…' Otto whispers, walking off into a more secluded area into the bathroom to speak to his employer.

'Mr Osborn, sir' Otto is already sucking up.

'Octavius' Osborn replies in his smooth, silk yet roughed up voice, as he leans back against his office chair. 'Last time I spoke to you, your voice was just as shaky. Accept now you're more intimidated. More uncertain. What is it, Otto? Let me help you.'

'Sir…' Otto sighs. 'Please… it wasn't my fault. The incident WAS NOT my fault.'

'I understand' Osborn laughs. 'But don't be an idiot. I don't care much of the incident. My lawyers are already handling that. I'm more concerned on your work with the Recombinator.

_Sigh! Ah… the recombinator. So we're not finished with that yet?_

'Sir… I believed my work with the recombinator was complete. Was I not correct… sir…?' Otto speaks the word 'sir' too many times – it's evident he's in fear.

'Don't worry, Otto. So long as you cooperate, you'll keep your position' Otto smirks. 'You don't cooperate, well… you'll lose your job, simple as that. Yes, let's just keep it at that. Your recombinator is faulty. It's trash. In fact, it was a waste of money and investment. You will leave your home, after breakfast with your wife, and you will come back to OsCorp, and you will work the recombinator into perfection. Am I clear?'

Otto grown nervous, beads of thick sweat flowing through his face. 'Okay, I'll be there, Mr Osborn. I'm truly sorry.'

'As you should be' Norman responded, stoically. 'Now eat up your breakfast, come here and finish off your work, then maybe we'll keep you. Tell Rosie I said hi, will you?' And without saying another word, Norman Osborn was the first to hang up.

'Otto, the table's set!' Rosie called.

'Um… yes, Rosie. Just give me a second' Otto shoved his phone into his pocket. _What did I do wrong?_

…

'Peter's misbehaviour in the past few days is unacceptable' Principle Davis spoke to Ben Parker, who was seated in the principal's office besides his nephew, Peter Parker. 'His grades have begun to drop, he's been causing trouble all over school. And now he's hurt a student.'

Uncle Ben wasn't happy with news like this. Being called out of home to your son's school because they've been misbehaving is not good. 'I'm sorry, Mr Davis, nothing such as this will happen again' Ben reassures the principle, who just sighs.

'Mr Davis, I'm sorry' Peter apologised, he too was unhappy.

'Then don't do it again' Uncle Ben spoke solemnly.

'I'm sorry Mr Davis, I'm sorry Uncle Ben, I didn't mean… I didn't mean to hurt anybody. I didn't mean to hurt Flash.'

'Then why did you?' Mr Davis asks… Peter doesn't answer. 'Alright, community service, a week. You'll be helping around, okay? You start at lunch time… you come here. Understand?'

'I understand' Peter agrees.

'Good then' Davis smiles to Uncle Ben. 'Thank you for coming. You can leave now.'

…

Once they're finished speaking to the principle, Peter and Uncle Ben step outside, the former haunted by guilt. How could he have done this? After all his parents and his Uncle and Aunt taught him… he still became a, well, a jerk, and hurt Flash. Peter sighs, standing outside… knowing a lecture awaits him. 'Alright, Peter, you know what you did, right?' Uncle Ben asks.

'Yeah,' Peter avoids eye contact. 'I know what I did was wrong, Uncle Ben. I won't do it again.'

'Why, Peter?' Uncle Ben says. 'Why did you? Where's the morals and the responsibility we have taught you?'

'I reacted really quickly, I didn't want to hurt Flash. I just wanted to…'

'Wanted to what, huh?' Uncle Ben presses on the situation. 'What did you want? Revenge… is it revenge?'

'Uncle Ben, this boy… this Flash Thompson, has teased me and my friends since I was a small boy' Peter counters. 'Why do you care so much about him?'

'I don't care about him!' Uncle Ben grows angry. 'I care about you. And on my watch, this won't be happening again. Violence is never the answer. It isn't how you solve your problems. Not for me, not for you, and not for anyone, okay?'

Peter sighs. 'Okay, Uncle Ben. I'm sorry, I won't do it again.'

'Good. Now you're going to apologise to Flash once you see him, okay?'

'Okay.'

'Alright, I'll see you after school' Uncle Ben walks off, abandoning Peter. 'Phew… so close' Peter turns off, with Randy Robertson, Kenny Kong, Hobie Brown, MJ and Harry watching. 'Guys, what are you doing here watching me get lectured?'

'Man that was cool, okay?' Kenny walks up to Peter. 'I mean; you smashed Flash.'

'Yeah, I know, alright. But whatever' Peter chuckles a bit. 'Look, guys, I don't want recognition. I have an apology to make.'

…

Once breakfast is all finished up, Otto Octavius dressed himself in his oversized lab coat and lenses. Indeed, he did look like a 'geek', or I guess that's what some people at school called him. Leaving his home, Otto felt a sense of self-betrayal, of guilt. That Parker boy, radiated because his machine.

Hopping into his car, Otto's engine started up, riding through the streets of New York City, in a matter of minutes, exiting the streets he resided in and into the lush, beautiful cities of New York City, passing by The Times Square and The Lady Liberty. This beautiful city would not matter anymore… at least if he lost his work, it wouldn't. In the end, would his work mean something? Or would it be his own damnation?

…

Once Peter finished off school, he took the bus to home, riding his skateboard for the rest of the way, until he reached The Parker Residence. Knocking on the door, Peter just isn't met by a reply. And then he knocks again… no reply. Are Aunt May and Uncle Ben even home? 'Hm… guess they aren't even home. My keys' Peter picks out his set of keys, scrolling through them and sticking his key in the key lock, twisting it and walking inside as the door unlocks, shutting it besides him. 'Okay…' Peter falls onto the couch, bored out of his mind. Seriously, nothing to do. 'Well, let's have some fun with my powers' Peter tells himself, sitting up on the couch. He could go around the streets of New York, have some fun and test out his powers. But he obviously couldn't. He wasn't interested in exposing himself to the public and having himself declared government or whatever property.

_Then I'm going to need something to hide myself. To hide my face. To hide who I am. A mask, maybe. _Peter had the clear advantage of his Aunt and Uncle not being home (they were out buying groceries, as a note pasted onto his fridge read), and so he got up, running into the basement, picking up some cans of spray paint and some other materials and knitting tools, running up all the way to his bedroom really quickly, and just laying all the stuff on his bed.

'Okay, Peter… work your magic. The magic of knitting passed down to you by your Aunt May' Peter begins to think. 'Ah… screw this, I don't even have a design' Peter scans his room with his eyes, looking for a pencil and a sketchbook in site. None. 'Huh' Peter walks around his room, searching through cupboards for a pencil and a sketchbook.

He finds them together in his draw, picks them up, and jumps onto his bed, immediately beginning to sketch. 'Alright, let's get to work.'

**1 hour later**

An hour of sketching later, and Peter Parker has finalised the sketch of his new and cool bodysuit, designed to resemble an arachnid, clearly. Such as a spider logo drawn over the chest, and web patterns through and through the suit. Now, with the suit's sketch complete, Peter had to get to the real work. Knitting the thing up.

Once he'd gathered all the materials, Peter went on YouTube, scanning through some videos on knitting and sewing, until he found the video with the most views piled up, clicked it on, and once the video started up, he begun sewing the suit together.

…

Man… the suit looked awesome. Once the final touches were added, the costume was toned, and the eye lenses and the symbol were in place, Peter pulled the suit all over his body, slapping his mask on and looking back to a life sized mirror, admiring his trophy, his suit. He looked… he looked amazing.

The suit was made up of Lycra – a spandex body suit. The suit was red and blue, light tones, with web patterns throughout the red parts of the suit, with the blue parts left uncovered. Two demonic eyes constructed from plastic. Peter stretched himself, flexing. 'Whoa!' Peter screamed. 'I'm amazing!' Peter fell into his bed. _Huh… this suit was not designed for comfort._

Peter jumped off of bed, flipping in mid-air and clinging onto the room, upside down, scaling the roof, then jumping down to the ground, beginning to flip all the way throughout his room, maybe knocking down some items while he's at it. 'I'm cool!' Peter flips in mid-air, landing on the ground. 'Huh?' Peter walks around the room. 'Strange! Spectacular! I can do whatever a spider can. Crawl walls, I'm fast, I'm agile. But one thing I can't do… I can't spin webs.'

…

With Peter now out of his costume, he assembled all the gear together that he would need to construct his newly devised 'web blaster.' Peter assumed it would be difficult – a complex mechanic that could eject web fluids. Yeah, it would be damn difficult. More so then his suit, which was incredibly HARD. Beginning with the bracer, Peter assembled it for the sole purpose of fitting around his arm… like a glove.

Then came the webs, which were… incredibly easy. Somehow, Peter didn't struggle very much. It was a piece of cake. Assembling a web blaster? Should be hard. Peter assembling a web blaster? Very easy. Somehow, Peter knew EVERY step and every action to take to create these devices. It was just instinct. He didn't need some sort of manual, he didn't need any sort of knowledge. It must be the spider bite… it bestowed him with this instinct.

The webs fit into small cartridges, which he could fit into compartments into his bracer, and fire web strands out with the push of a plastic trigger. The web shooters were complete. Peter held them with delicacy, examining them, insuring that everything fit together. Once Peter had made sure, he fitted one of the web devices around his wrist, switching it on – a LED light display that made Peter well aware of his web shooter's ammunition, battery life etc. Because even web devices run out of battery.

Peter aims his arm with dead-sight accuracy towards a vase. It's his first shot… this things better work. 'C'mon, Peter… you can do it' Peter whispers, his two middle fingers on the plastic trigger… and he fires, knocking the vase to the ground. 'Well, that worked. Let's push your limits, Parker.'

…

With both his gauntlets locked around his wrist, Peter Parker climbed the tallest build he could find, with his bare hands. The view was astonishing, so much land soaked in by one view. 'Time to make yourself proud, Peter approaches the edge of the building, fearfully, placing his two feet on the edge, spreading his arms. And then…

He leans forward, dropping to his darn death, and his web shooters are malfunctioning, beeping loudly, malfunctioning, LED Light beeping. 'Oh my god!' Peter cried in fear. Web fluid begun oozing from his blaster, dripping from the gauntlet. 'I'm screwed, I'm screwed, I'm screwed' Peter clicks around some buttons, fidgeting around, but nothing works, he's still dramatically, awesomely falling to his death; nothing working. 'Okay, then, Parker… work your magic' Peter extended his two arms, clinging onto the lengthy building, and after some screeching and slowing down, he sticks into place, safe. _There you go._

…

After making some quick adjustments to his web shooters, Peter swings high through the streets of New York, flooded by a sense of pride – pride of what he has become, what he has transformed himself. The webbing, the Lycra suit… and the agility. With great fluidity, Peter moved through the air, flipping and tossing himself all around, bouncing off of walls as he educates himself further in the use of his new web shooters. 'Whoa!' Peter screams, blasting another web strand, swinging even higher, thrusting himself deeper into the skies. 'I'm The Masked Marvel! Whoa!' Peter fixes himself a name on the spot, as he further swings high, smashing into a building, which knocks him down. 'Ah!' Peter fires another web, regaining his balance and swinging steadily. 'Good morning, New York' Peter runs against a building, embracing the feel of freedom, of agility, of reflex.

Shortly after some swinging and roaming in mid-air, Peter climbs up onto a gargoyle, sitting down and removing his mask. 'Hm…' Peter checks his web shooters. 'Almost out of fluid' Peter sighs, standing up. _Oh well, what can you do? _Peter leaned forward, dropping himself from the great height. 'Whoa!' The wind blows against his face – the thick air, as he fires a strand of webbing, but accidentally smacks into the building, ricocheting and crumbling to the ground. 'Ouch… now I'm grouchy' Peter gets up, grabbing his back in discomfort, as he limps through the streets, his leg too aching, and noticing he's being stared at by every civilian like he's some sort of free way. 'Sorry guys, I was out of subway ticking so I decided to take something not too mainstream' Peter gestures to his web shooters, stopping to regain his stamina.

Peter scans his surroundings, finding a metallic pole next to him, with an advertisement pasted onto it. A wrestling match against Crusher Hogan – the reward is $1000, and it's only 3 minutes in the ring. _Hm… money… _Peter approaches the metallic pole, reading through the specs of the challenge. _Fighting this fat man for a bang for my buck… sounds easy, _Peter rips off the advertisement. 'Don't worry, Hogan. No one will miss you' Peter fires a strand of webbing, swinging off.

…

Otto paced through the hallways of OsCorp. After a swipe of his ID card, the doors to his private labs unlock, and he walks right in, all the desired equipment set up for him, including a set of 4 bionic tentacles, designed to fit around its wearer's waist, with four pincers built into the bionic arms. 'My arms…' Otto recalls to himself, then turning to his Neogenical Recombinator. No time to admire his bionic arms no longer, but they would certainly aid him in his experiment. Now, for example. Otto treats himself to a cup of water, breathing heavily as he adjusts the mentally controlled bionic tentacles around his waist. Switching on slow music to go along with the scene, as he begins to control his mechanical arms with his brain, coordinating them to his accord so they can fetch him equipment and some mechanical stuff.

Admittedly, Otto is working under stress, and so he isn't really trying his harder. His tentacles move fast, bringing all new equipment to the table and just tweaking around with his latest invention, The Recombinator. Damn it! Why did Norman even call him back to finish this damn project!?

It was fine, but Norman… Oh Norman… Otto hated Norman. He hated his own employer's guts. He threatened to ruin his life. Threatened him to the verge of being able to lose everything. Otto hated Norman with passion. 'C'MON! QUICK! QUICK!' Otto reminds himself that he's to be finished quickly, or else he'll be taken off of his position as prestige OsCorp scientist.

'Ah!' Otto cries, once he notices there isn't much working with his recombinator. 'Damn this! Damn you Osborn crap!' Otto rages, smacking the table with his fist. Just noticing it was wrong to do that. There are cameras monitoring his every move… and Osborn would most definitely be monitoring Otto. Those security cameras stared at him like blades.

Hours passed, and Otto was still at his project, still hopelessly trying to perfect his recombinator, so that Osborn could leech off of all his hard work. That's how Otto saw it – that's how truth saw it. And after all this, how much of the shares would be given to Otto? Barely any, I suppose.

About an hour later, Aunt May and Uncle Ben arrive home. They set all the groceries on the floor, looking around the house, but they can't find their nephew Peter. 'Hm… where's Peter?' Aunt May asks her husband.

'Must be in his room, I guess' Uncle Ben ventures a guess.

'Speaking of me,' Peter runs down the stairs, partially running against the wall as he leaps down to his Uncle Ben's level. 'I'm right here; what took you so long?'

'Whoa, Peter… slow down' Aunt May says.

'Looks like you got a lot of steam' Uncle Ben laughs.

'All the better, Uncle' Peter smirks. 'I'm a teenager. I eat a lot. Got a lot of fat to burn. So, back to my initial question. What took you so long?'

'We had to go to the bank, you didn't get our text?'

'I didn't see it' Peter responds.

'Too lazy?'

'Too busy' Peter chuckles. 'Trust me… you wouldn't know' Peter walks up to his bag, which is laid down on the couch, and picks it up, slinging it over his shoulder. 'Well, guys, it was so nice to say hi to you, but I've really got to leave.'

'Oh, we just got here. You don't want to play a game of cards, or something?'

'That can wait, I'm sure' Peter, unintentionally and unaware, offends Uncle Ben.

'Um, okay then' Uncle Ben grows stoic, but Peter's just too distracted to realise it. 'Okay, I should be back in an hour, right?' Peter kisses his Aunt May on the cheek, then kissing Uncle Ben on the cheek too. 'I'll see you when I get back from studying, you guys take care of yourself' Peter paces off, exiting his residence, grabbing his skateboard with him, shutting the door behind him… reflecting.

What had he done? He just let his Uncle down. His Uncle comes back from the bank, wants to play a game of cards… and he just says _no. _Disappointing. Disappointed in himself. Peter sighs, walking off and going on. 'Oh well… it'll be worth it in the end.'

…

Once Peter had gotten himself in his spider costume and swung himself through a good amount of buildings, he landed on the building adjacent to 'The Arena.' _Huh, the Arena? How cliché. _Jumping down from the building he's own, Peter fires a web, swinging to the tournament. 'Ah!' Peter smashes onto the wall, sliding down. 'I suck…'

…

Crusher Hogan picks up his adversary above his head, bringing him down and literally smashing him to the ground with full force. The crowd cheers for him, further fuelling his cockiness and self-absorbment, as he too literally cheers… for himself. 'Cheers for the Crusher!' The bald, large man cries, as the Ring Announcer raises his arm in applause.

'To no surprise, our Crusher Hogan has won again!' Bruce Liebling, The Ring Announcer, calls. 'And now… we ask and viable opponent to step to the stage to battle Crusher Hogan for $1000. Of course, they'll lose, but let's just do this for entertainment. Who will be the post crippled person to step up and fight off against Crusher Hogan?'

No one responds, everyone's too damn scared…

'I'll take the grand prize!' A voice projects itself, the crowd turning to face Peter Parker in his personally crafted Spider costume that covers every square inch of his body.

'Oooh… a Masked Marvel dares to stand up against Crusher Hogan. But I'll warn you – no insurance.' Bruce smirks.

'And hopefully to keep standing' The Masked Marvel leaps onto the stage, astounding everyone with the length of the leap.

'Impressive, huh?' Crusher approaches The Masked Marvel – going face to face. 'Well, look at him, guys!' Crusher yells out to the audience. 'Some kid that threw on some spider themed PJ's and marched in here claimed he could take me off!'

'At least I'm not very naked' The Masked Marvel quips, insulting his opponent. But it's just a façade – he's actually damn scared. 'Alright, let me think of another way of insulting you.' The crowd is enjoying this a lot, really. 'Um… so, how's the weather up there, in the sky? Nope… tall jokes don't work. Okay then, let's brawl.'

'Let's do so' Crusher Hogan backs off, beginning to square the arena, and so does The Masked Marvel, who is just so afraid of webbing up his own shorts. 'And… 3, 2… 1!'

The Crusher Hogan rams forward, driving his hand straight and smashing The Masked Marvel to the ground. Yes, he's sent of flying, smacking head first to the ground. 'Ouch, that hurt…' The Masked Marvel struggles to regain his senses, as he slowly stands up on his two feet. *SMACK* The Crusher Hogan kicks The Marvel to the ground. 'Ah… guess I should see the other guy' The Masked Marvel stands, the applause ringing in his ear.

'Free tour to the Eiffel Tower wasn't part of the itinerary' The Masked Marvel holds his head. 'Why wasn't I told?'

'Shut up!' The Crusher swings his fist, but The Masked Marvel ducks, backing off. 'No hand shake? No what's your name? Geez, you're breaking up with me' The Masked Marvel swings his foot, thrusting it into The Crusher Hogan's chest.

'F—K!' Crusher Hogan is obviously hurt.

'It seems our new edition may not be human' Bruce commentates.

'Oh please, I could recite this in my sleep' The Masked Marvel fails to quip. All his jokes are utter crap. 'You want the easy way or the hard way?'

'Ah! Shut up!' The Crusher delivers a kick to The Masked Marvel, sending him back.

'Okay, Macho Libre wants the hard way' The Masked Marvel begins to think. 'They didn't say we couldn't cheat' The Masked Marvel flicks his fist, firing a strand of webbing onto The Crusher Hogan's crotch.

'Hey, what are you DOING!?'

'It's called evening the odds' Marvel smirks, inciting positive reactions from the crowd. 'Let me show you something' The Masked Marvel fires webbing, stripping Crusher to his undies. 'YOU'RE NOT FUNNY!' Crusher cries.

''Den vhy is 'deveryone lauving?' The Masked Marvel motions to the crowd, exaggerating on Crusher's thick accent.

'Fine then, LISTEN TO ME!' Crusher swings his fist, to which The Masked Marvel literally dodges.

'I'd be happy to listen, but I left my ears at home. It's not a costume' The Masked Marvel grapples away from an attack, firing more strands of webbing, adhering his opponent to the ground, rendering him unmoved. 'Ladies, gentlemen, aliens, mutants, Jotuns and Crusher… sorry for the grand entrance!' Peter notices 3 minutes have already clocked.

'And The Masked Marvel has now won the grand prize!'

'Whoa! Whoa!' The crowd begins to cheer.

_For once… they love me! _The Masked Marvel raises his arms. 'THANK YOU GUYS!'

…

'Oh, well… now I guess I've got no one to play cards with' Uncle Ben finishes off his hot chocolate, getting off of the dining table and walking off to the living room, where May Parker is sitting, watching the news channel.

'Well, I'm always here' Aunt May says.

'When were you ever good at cards?' Uncle Ben jokes.

'When have I ever been not good at cards?' Aunt May argues.

'Alright, you're good… when you cheat' Uncle Ben laughs, until there's a violent knock on the door, and they both grow silent. Again… the door begins knocking at full force. 'We aren't expecting any visitors, are we?' Aunt May whispers.

'No… not at all' Uncle Ben whispers back, standing, and so does Aunt May.

'OPEN UP THE DAMN DOOR… RIGHT NOW!' A threatening voice demands from outside. 'OR I'LL KICK IT RIGHT DOWN!'

'Oh my gosh' Aunt May worries.

'C'mon, we'll take the back door' Uncle Ben walks off to the back.

'I SAID… OPEN THE DOOR!' The door is kicked down, and in walks a man dressed like a damn car thief – blond, pony-tail wearing, and holding a gun in his hand, pointing it at Aunt May. 'STOP RIGHT THERE OR I'LL SHOOT!'

'Oh my…' Aunt May turns slowly, crying, and so does Uncle Ben.

'Hand over all that you've got!' The criminal yells. 'Jewels… everything! Just… JUST HAND IT TO ME!'

'Please… just calm down' Uncle Ben raises his two arms. 'We don't have much!'

'Don't lie to my damn face' the criminal walks forward. 'You've got something… just give me all you've got!'

'Please, sir, could you please leave, and we'll call it a day' Uncle Ben reasons, as Aunt May begins to cry.

'Alright, so you're playing #$ ! Games now, I see how you're going to do this!' The criminal stops in his tracks. 'ALRIGHT… I'LL ASK ONCE BEFORE I SHOOT AND TAKE IT FROM YOU!'

Uncle Ben then realises it's over. There's literally no point in arguing with this mad man… he clearly wants some hard cash, and unless they give it to him, he'll gun them down, right here right now. And so Uncle Ben moves in his tracks to get to his wallet. *BANG!* *BANG* Then… it literally IS over. 'Ah!' Uncle Ben looks down… a bullet has pierced his chest. 'NO!' Uncle Ben falls to his knees, blood flowing off of his shirt. He shocked the criminal, and that was the result of his actions.

'NO… YOU MONSTER!' Aunt May yells to the criminal, falling to her knees in front of Ben, who is bleeding to his death. 'Damn it…' the criminal is shocked of his own actions. 'I'm sorry… I'm really sorry' he turns off, sprinting out of the house.

'No… Ben dear… move! Say something!' Aunt May cries, and that's literal.

'I'm here, Aunt May' Ben clutches his own chest. 'I'm still here.'

…

_15 minutes earlier_

'Alright… that's $200' the man at the front hands The Masked Marvel $200, much less then what he bargained for. 'What… why u look so surprised!?'

'Well, on the sign, it said $1000' The Masked Marvel's packs a lot of venom now, especially considering he displayed his abilities to the public and that's all he's getting – the money, sans $800. 'This is only-'

'Look, kid, screw you' the man sighed. 'You get what you get… now leave.'

'Sigh… are you serious?' The Masked Marvel continues.

'Get out of here before I call security' the register man maintains a stoic impression – he's completely bias, and on Crusher's side. 'Wait… does daddy not give you enough money?' After having tried to explain to the register man, The Masked Marvel just walks off with what he's been given, exiting the room and walking through a hallway leading to the elevator at the end. _Damn you._

After walking through the hallway, The Masked Marvel walks up to the elevator, clicking on the button to call the elevator, whistling as he waits for it to arrive. Seconds come, as the elevator arrives, opening up, and a Caucasian man in his mid-20s, his blonde hair tied in a ponytail, and holding a knife in his hand, and a bag, half filled with cash, in the other hand. This is trouble… this won't be good. But Peter walks to the side nonetheless. 'Thanks…' the 'criminal' walks through, admiring The Masked Marvel's strange choice of costume, as he walks up to the room where the register man is sitting in. _Well this should be fun,_ Peter decides to stick around.

The criminal walks down the hall, and to the room with the register man, kicking the door open, displaying some great level of peak human strength. He strains himself, but once the door flings open, he just walks in. Wow. The Masked Marvel can hear screaming… the bad kind. And considering every sort of screaming is bad (unless you're maybe singing happy B. day or something of the sort), well, this is very bad. And then there's struggle, pushing at shoving. Wow… again. 'Hey… bring those back!' The Marvel can finally hear the words – those of the register man.

And then the criminal sprints out, packing more cash in his bag then he should be, but still holding the knife in his hand. 'Hey, kid!' The criminal cries. 'Call the elevator! Call the elevator!' The Masked Marvel calls the elevator, as the register man sprints behind the criminal.

'Hey, stop! My money!' He pleads, as the elevator arrives, opening up as the criminal passes _Peter_, and running into the elevator. 'Thanks' the man mutters, as the elevator closes up, carrying him away.

'Hey, kid, why did you let him go!?' The register man stops, panting and sighing.

'Why shouldn't I?' The Masked Marvel smirks, stashing his own $200 bucks into his pocket, as if it's some sort of revenge he's going at.

'You know, you're a freak! A darn freak, you know that!?' The register man turns, walking, but then stopping. 'And, you know what I'm going to do? I'm going to call the police on you! I'm going to tell them that YOU let him escape! Am I right? Am I right?' No answer. The register man turns to see that The Masked Marvel isn't there – he's long gone.

…

And little does The Masked Marvel know that the man he let free and to escape _is _indeed the man who sprints through the dark streets of Queens, running his way to some random house, kicking the door open and threatening an old woman and an old man at gun point. It doesn't end well, his Uncle Ben is shot.

…

Otto is sweating. For several of the last hours, he has been hard at work, achieving his goal to complete a successful Neogenical Recombinator – to fix up all of its flaws and complete his medal, his only possible chance of keeping his position at OsCorp. The mechanical tentacles navigate seamlessly around the room, picking up all equipment and tweaking around with the recombinator. Otto grows tired, he's sweating, beginning to lose consciousness. All these past hours, just standing there, his arms picking up equipment and moving them around.

It's enough… Norman has tortured him enough. He's completed his mission of making his life like a complete living hell – and he's sure done it in school. What if he isn't successful, and his career will be on the life, and he won't be able to continue his living with Rosie. Then he'll lose everything, he'll live alone… he'll die early.

All the venom, all the anger… all the rage.

'Ah!' Otto Octavius raises his tentacles, bringing them down at the table with full table, smashing the recombinator, and it blows up in his face, sending him flying off and crashing onto the wall, falling out of consciousness.

…

'What? What's going on?' Norman Osborn looks at the live security surveillance through his computer, as he watches Otto smash his mechanical arms on the recombinator, blowing it up, as he's sent crashing against a wall, and the security cameras blow out of submission.

'Sir, he blew up the recombinator, that's what happened!' His assistant Justin tells him.

'I'm going to go check it out' Norman gets up from his chair, walking from his desk and exiting his large office, followed by Justin.

'Sir, we can just send some of our-'

'No, I want to look into it myself' Norman refuses, exiting his office and followed by some of his men, walking through a hall and to an elevator, which takes him and his men to the lower level, and to the labs, opening the door and walking inside. It's a mess; stuff are blown up, the recombinator is blown into bits, and Doctor Otto has smashed onto a wall, and around the harness of his arms, it's bleeding heavily, and the skin around his eyes have begun to peel off – but he's unconscious.

'Oh my…' Norman gasps. 'What has happened?'

'Sir, he's…' Justin approaches Otto, placing his two fingers onto his neck and analysing for a pulse. 'He's alive. What would you like us to do with him?'

'Take him to the…' Norman stutters. 'I want the scientist to analyse him.'

'Um, okay then, could you please carry him away!' Justin demands from some of the men, who come forward, carrying away Otto Octavius. _What have I done?_

…

Once Peter's out of that god damned spandex, he skates through New York City freely. On his way there, he grabs a hot dog, snacking on it on his way back home. He's become awesome, he's become the next step of human evolution. He'd probably be able to juggle cars easily. As he approaches home, several police cars around the area become apparent. 'Huh?' Peter gets off of his skateboard, walking the rest of the way to his residence. 'Hey… what's going on?' Peter asks one of the officers, Captain George Stacy.

'Son, we need you step aside!' George says urgently.

'No, this is my house' Peter walks through, and sees a body is being carried out of the residence. 'Hey… who is that!?' Peter closes in, laying eyes on the man who is being carried away on a stretcher – it's his Uncle Ben, a bullet piercing him, but he's still alive, aching. 'Uncle Ben… no!' Peter tears. 'What happened?'

'Peter…' Uncle Ben responds. 'Don't… don't be afraid.' Uncle Ben is stopped near the ambulance truck, as they begin to open it up.

'Don't you die on me, dammit?' Peter holds Uncle Ben's hands, continuing to tear. 'Don't leave me. Don't live US.'

'Peter… don't be afraid' Uncle Ben assures him. 'You're a good boy… you really are, just like your father. But- ah! But I just want you to promise me one thing… one thing, son. That you'll stay that way. That with great power comes great responsibility, and you'll be responsible.'

'NO! NO… I CANT… YOU CAN'T LEAVE ME!' Peter cries. 'DON'T! DON'T BEN! YOU'LL BE FINE' Peter begins to cry out, maybe drowning his own tears. 'COME BACK TO US! I NEED YOU! WE CANT LIVE WITHOUT YOU!' But Uncle Ben's already passed away.

'NO! UNCLE BEN, UNCLE BEN, UNCLE BEN!' Peter feels as if he's drowned into darkness, his fears overwhelming him. 'FIRST MY FATHER! AND NOW YOU! *SOBS* *SOBS*' Peter continues to cry, as Uncle Ben is carried into the truck.

'UGH! I'M SO ANGRY!' Peter falls his knees. 'Why is this happening to me? I'm all alone…' Peter whispers to himself. 'I'm sorry son' George Stacy approaches, placing an arm on his shoulder. 'I'm really sorry…'

…

Aunt May is tearing too. Although she's calmed down – she's still shattered. They're both shattered, as Peter walks into the residence, throwing aside his bag and walking up to his Aunt May, who is being shown an artist's impression of the man who shot Uncle Ben. 'You don't know this man?' The officer asks, raising the sketch.

'Yes… I was there' Aunt May wipes off tears with her tissue.

'I'm very sorry, ma'am' the officer says. 'In the meanwhile, we'll get some detectives on the case' the officer stands up, walking off.

'Um, hey… can I have that?' Peter tells the officer, stopping him in his path.

'Yeah' the officer hands Peter the artist's impression. 'Thank you.'

The officer walks off, exiting the residence, as Peter Parker stares into the artist's impression. A man, in his 20s, blond hair tied in a ponytail, very familiar… "Very" familiar, as if he'd only since him the other day. And then the memories reawaken.

_The criminal walks down the hall, and to the room with the register man, kicking the door open, displaying some great level of peak human strength. He strains himself, but once the door flings open, he just walks in. Wow. The Masked Marvel can hear screaming… the bad kind. And considering every sort of screaming is bad (unless you're maybe singing happy B. day or something of the sort), well, this is very bad. And then there's struggle, pushing at shoving. Wow… again. 'Hey… bring those back!' The Marvel can finally hear the words – those of the register man._

_And then the criminal sprints out, packing more cash in his bag then he should be, but still holding the knife in his hand. 'Hey, kid!' The criminal cries. 'Call the elevator! Call the elevator!' The Masked Marvel calls the elevator, as the register man sprints behind the criminal._

'_Hey, stop! My money!' He pleads, as the elevator arrives, opening up as the criminal passes Peter, and running into the elevator. 'Thanks' the man mutters, as the elevator closes up, carrying him away._

'_Hey, kid, why did you let him go!?' The register man stops, panting and sighing._

'_Why shouldn't I?' The Masked Marvel smirks, stashing his own $200 bucks into his pocket, as if it's some sort of revenge he's going at._

It was his fault. His Uncle's death was his fault. He was the person responsible for letting the man go. All for some petty thing such as revenge. What a failure. He had failed himself so hard. He'd failed his Uncle… he'd failed his Aunt…

He'd failed his mother and father.

…

As days pass, Peter Parker is still mourning about his Uncle Ben's death. For the past couple of mornings, afternoons and nights, he felt so alone. His Aunt May was there, but she was quite, shocked. She would be traumatised nonetheless, she saw his Uncle Ben get shot down in cold blood, for some cash. And it was all his fault. He had the opportunity, he had the power, he had the ability to stop that criminal from reaching the elevator, but he didn't. Because of revenge, because of self-pride.

Peter walks through the locker hall of Midtown Magnet High School, quiet, his head held all the way down, still sobbing. When will this pain stop? When will it end? It doesn't. It gets better, but the pain is always there. The pain and bearing the thought that his Uncle's death was his fault. 'Peter…' Parker is approached by Harry Osborn and MJ. 'I'm so sorry' MJ hugs Peter tightly, and so does Harry, a man hug.

'Thank you…' Peter whispers, still tearing, but walking off. He has nothing to do here. He doesn't even deserve any sorry's or pity. His Uncle Ben does.

…

_Where am I? Why am I here? What are these? What am I hearing? What brought me here? Who brought me here? What am I doing here? What happened to me? Why are my eyes so sore? Was it my device? Was it what I created? Was it my anger?_

_Where are we? Why are we here? What are we? What are we hearing? What brought us here? Who brought us here? What are we doing here? What happened to us? Why are our eyes so sore? Was it our device? Was it what we created? Was it our anger?_

Doctor Otto Octavius awoke, finding himself in a research lab, where he was laid down on a bed, and his arms where still connected to him via the harness, but some of his skin was torn away, and he was tied onto his bed by restraints. 'Ah… what's going on?' Doctor Otto struggles to break out of the restrains. 'WHAT'S HAPPENING TO US!?' Otto struggles, and struggles, and struggles a lot, and struggles more, and struggles the most, until he tears off the restrains, his arms aiding him to get off the bed.

'AH!' Otto tries to remove the tentacles, but they literally can't go off. They're bonded onto his skin. 'NO! NO! GET OFF OF ME!' He strains to remove the tentacles, but they still don't go off. They've become a part of him. 'No… no. Norman did this to us. He did this to us' Otto turns to face an LCD TV, reporting on Norman Osborn, who will be arriving in Times Square shortly.

'Damn you Norman' Otto reaches for a rusty thrown away coat, throwing it on. 'Damn you for all that you've done to us. I'll get my revenge.' _Something's happening, mind is dripping, agony inside of me, my pulse is racing… _Otto walks off, exiting the research labs. 'He thinks I'm some sort of lab rat' Otto walks off to Times Square.

…

After school, Peter Parker goes to Times Square. Maybe that's what he needs, something to distract him from his feelings of anger, his feeling of venom against this man, and against himself. He admires the vast amount of life encompassing Times Square, the large signs and product placements. _Sony, Blu-Ray, Reece's Pieces. _Then he lowers his head, sighing. 'The world lost a great man, Peter' MJ emerges from behind.

'Hey… MJ' Peter smiles a bit, placing his hands on a handrail.

'Didn't think I'd see you here' MJ places her hand on Peter's. 'It's great to see you aren't completely in slums.'

'Well, this is the best I could do' Peter raises his head. 'But you don't have to be here talking to me.'

'I know I don't have to, Peter' MJ clutches his hand tightly. 'But I'm here because I want to, and because you're my friend, and because you mean something to me. You were there for me when I was going through hard times in my life, and now I'm here for you.'

'I know, MJ, thanks very much' Peter says, as several limos begin to circle Times Square. 'Hm… who's coming? Stark? Hammer.'

'Um… kind of' MJ comments, as the several limos stop in their respective area, as several men dressed in suits and ties exit their vehicles – among them, Justin Hammer and Norman Osborn, or at least those are the two Peter can recognize. The several men begin to speak to each other, shaking each other's hands and indulging in their own wines and beers. 'I heard they're discussing a business plan, and Norman doesn't look too happy' MJ says.

'Yeah, he looks like he just lost something' Peter notes the dull expressions on Norman's face, or the fake smiles he conjures up – a façade. 'I know Norman' Peter nods. 'He doesn't look to happy. And where's Harry?'

'Dunno, probably playing AC' MJ tells her friend. 'Or maybe throwing a party because his father's out.'

'Maybe' the tingling precognition sense Peter's gotten used to… he can feel it. He turns to the direction of the danger, worry flooding his face, as a figure, seemingly with a harness hooked around his waist and four mechanical arms, approaches Times Square.

'What's wrong, Peter?' MJ asks, realising that Peter's worrying a lot. 'Oh my gosh, who is that?' MJ removes her hand from Peter's. 'Peter… I think I know who that is… Peter… Peter' MJ turns to see that Peter isn't even there anymore.

…

_Something's happening, mind is dripping, agony inside of me, my pulse is racing, mental torture, self-destroyer, can't ignore the mental torture, _Otto Octavius and his arms walk into times square, his eyes scanning the area for Norman Osborn, looking around, until he finds the limos and Norman Osborn, and he begins walking to them. 'You're the sole reason… he's the sole reason you arms are bonded to me. He's the reason I've begun into this monster… he's the reason for your voices.'

'But what's your business plan?' Justin Hammer asks Norman Osborn, as Otto Octavius begins to approach.

'OSBORN!' Otto cries, angry, infuriated, and grasping everyone's attention like this awesome movie you can't get your eyes off (a certain movie called TASM2, maybe. One that doesn't exist in this universe because, well, you know why).

'Oh, # !%' Norman silently curses.

'Do you remember me?' Otto asks, his arms opening, closing, opening and closing, as if he's displaying his sense of sinister power. 'You're the one that threw me into that lab to finish off my recombinator, you monster. You're the reason these arms bonded onto me. And now, I'm going to end you. Step forward.'

'I… what are you talking about?' Osborn lies.

'YOU LIAR!' Otto navigates his arms to a vehicle, picking it up and tossing it onto Norman. 'No!' Norman tries to run away, but it'll hit him away, accept a Masked Marvel swings in, flipping and catching the vehicle from mid-air, landing in front of Norman.

'Damsel in distress with a beard and an octopus' Spider-Man drops the car behind him, turning to face Otto. 'Well this should be fun' he walks off to face the man who tried to murder his friend's father. 'Hey, how you going? I'm… I'm Spider-Man' all cameras are pinned on the two men, and they're both on the large monitors/screens.

'Get out of my way' Otto points his arms.

'The zoos the other way' Spider-Man jokes. 'Or aquarium, or wherever they put Octo's for that matter. So who are you? What do you have against Osborn?'

'He cheated me…' Otto growls.

'So that's your beef with Norman, huh?' Spider-Man says. 'Alright, we'll go somewhere out of here, and then we can talk. Just leave Norman alone, all we'll sort this out' everyone Marvel's at the hero's appearance.

'No, get out of my way' Otto walks forward.

'As far as I'm concerned, this is no man's land' Spidey quips. 'Unless you wanted to mark this territory, in which this in this case, that isn't very possible-'

'Ah!' Otto drives one of his tentacles forward, thrusting them into Spider-Man chest and driving him onto a vehicle.

'Ouch… that hurt!' Spider-Man calls, standing on his two feet, as Otto thrusts one of his tentacles onto Norman, but Spider-Man fires a web onto the metallic thing, dragging Otto forward and smashing him onto the ground. 'You're stepping on my ground rules, boy' Spider-Man raises his web shooter, but Otto's stands quickly, his hands going forward and clutching both of Spider-Man's hands, pulling him forward.

'Come here' Otto threatens, as he throws Spider-Man onto a car, and we're back to where we started… again.

'Owe… that hurt' Spider-Man smashes onto the car, shattering the glass windows into several pieces, his whole body aching. No sooner, he's picked up by a metallic, mechanical tentacle, as Otto smashes his fist into his Spidey's face. 'Alright, Octo, round two.'

SMACK! The antagonist drives his fist forward. And Spider-Man gets a good look at him. He's a man in his mid-30s, dressed in an oversized coat, a pair of ragged trousers and boots, with a pair of goggles chucked over his face. And Peter recognises him… he used to be their professor. With his other 1 of 4 mechanical mind-controlled arms, he clutches Spidey's face… pressure!

THRASH! The villainous man whips Spidey with his other mechanical arm, as he holds him into place with the other. A whole crowd is gathering around Times Square, all in shock and awe at the two men's feats.

Nevertheless, the Spider-Man is being beaten down… beaten down to death.

'Ah' Spider-Man fires two webs, one on each car, pulling them forward onto Otto, who drops Spidey, grabbing those two cars with his arms, as Spider-Man fires webbing onto Otto's two arms, tying them together and getting up, jumping forward and smacking his fist against Otto's face, firing two webs and webbing Otto onto the ground.

'GO! GO! GO!' Spider-Man tells Norman and the other business men, who all get into their vehicles and begin to drive off, as Otto begins ripping off all of the webbing with his tentacles.

'DAMN YOU!' Doctor Otto Octavius slashes Spider-Man's chest with his tentacle, slicing through his suit.

'No, damn you too. Cant a guy dress in tights and not a get beat to commission' Spider-Man leaps aside to dodge another attack, then another, until Doc Otto manages to land an attack, knocking him onto a vehicle. 'Ah…' Spider-Man shuts his eyes. 'That hurt…' agony, pain, but he opens his eyes again, and Doctor Otto Octavius is already gone.

'Alright…' Spider-Man stands, looking around to the citizens, all staring eyes at him. 'Thanks to your Friendly Neighbourhood Spider-Man, you're all safe. No more… no more Octopuses' he holds his chest. 'You guys are safe' Spider-Man fires a web, swinging off. 'Thank me later.'

…

Peter Parker, now out of his Spider-Man costume, falls into bed, the scar drawn through his chest still stinging hard. 'Ah… that's gotta hurt' Peter shuts his eyes, looking back to that short-lived epic battle. He'd saved people, he'd saved Norman Osborn, and he felt damn good. He'd done something, he'd done right. Because with Great Power comes Great Responsibility… _my Uncle Ben told me that._

Next Chapter:

Now having become Spider-Man, Peter Parker embodies the role as protector of New York City, facing both scrutiny and praise from the citizens of the city, as he continues to battle against Doc Ock, trying to find a job to fund his next big project, and facing a new threat – The Shocker.

…

Well, that was chapter 3 of my Spider-Man retelling. Hope you enjoyed, and leave a review. Thanks for reading, and for your continual support.


	4. The Vigilante's Vengeance

Welcome, readers and true believers. Well, here's basically the next chapter of Spider-Man Evolution – now that we've moved out of Origin Phase, kinda, well. But, yes, Peter Parker hasn't completely become Spider-Man yet. And there's a lot to get done with this chapter. This chapter – titled Spider-Man: Evolution – is a major move in the series, covering a lot of ground and expanding vastly on the universe and Spider-Man mythos that I've been building – so prepare for a lot of character introductions and plot elements, meaning this chapter will be long. So I apologize for those who found it too lengthy, but as is said, there's a lot to get done.

I really would like to thank all you guys for the continual support. I'm always glad to see you guys have been enjoying the series so much. I really appreciate every review I can get – not only because I'd like for my review count to go out, but it helps to get feedback every now and then. Special thanks to LucasA for reviewing each and every chapter of this series, and just thanks in general for those who have read, reviewed or even chosen to favourite or follow. There's a ton of characters to cover, and this chapter will introduce a lot.

On another note… TASM2 on August 14th! Whoa! I'm so excited. Loved the film and can't wait to be able to re-watch every day. LOL. Kidding, well… kinda kidding. Loved the film. Anyways, again, think you guys and girls. Hope you enjoy this chapter and please review! Thanks guys, and sorry for the wait!

…

**THE VIGILANTE'S VENGEANCE**

The room was small; the only place you would keep a criminal, a convict even. The bed was rusty- they don't pay too much for the guy. Doctor Curtis Connors, resting his bed on the rough and dense cushions, the viridescent scales on his neck replacing the human skin that was once present- growing and expanding. With his cybernetic, mechanical arm now removed, he runs his fingers against the hide – feeling the thickness and rigidness of it. Becoming something he isn't, transforming into some sort of monster. His solitude is short lived, it's another visit again. Without a knock, and without a warning, Connor's cell goes open, a coated, fedora wearing man who steps inside. Connor's breathing becomes stiff, watching as the man removes his hat, stroking its surface, the dark silhouetting his frame.

'Mister Connors' the man silhouetted my shadows speaks coolly, cracking his knuckles, surveying the small area. Real small; as if the walls would almost close in on them. _Almost. _'Be my guest, how has the transformation been coming in?'

The line piques Connor's interest. He mustn't be another guest, he must be aware of the classified reasons – just why they've been keeping him there, maybe even when they're intent on opening the door, when they're intent of letting him free. 'No…' Connors slowly lowers his arm, raising his posture, carefully getting off his current, slouching position, seating himself on the bed, staring onto his missing, de-existing limb. 'Tell me… why have I been in here all this time… what about the amnesia? Why have you been keeping me here? What _is _here?'

The man in shadows throws his hat back on, standing straight, lowering his arms. 'So many questions… so little space for answers. Truth be told, it's your lucky day. And truth be told, you're almost no use to us.' It's Connor's lucky day, not Judgement Day, not the exact words he'd been expect. But he'd be set free now, presumably. OsCorp were no killers. Doctor Connors held a special place in his heart for Connors. 'You've been given a ticket, a passage out of this damned place, you go home, and you don't say a word. You do… and maybe you won't see Billy again.'

Connor's wasn't pleased by the utter mention of his son. This man – this man in shadows – the one bearing a sinister tone, wouldn't touch Billy. But nor would he, nor would Connors, if he talked against his wardens. 'Well, good, you'll find your things outside' the man grinned, but that grin wasn't very present. Doctor Curtis Connors stood, nodding and walking past the man in the shadows.

'I'm glad we could come to an agreement' the man in shadows grin faded, as Connor's walked outside, and he placed his hat back over his face. _We're gonna change the world._

…

'Okay, Ahab, time to go' a figure emerged, approaching Peter Parker, who was overwhelmed by the tons of rubble and debris holding him down to the ground, the destroyed building, torn into pieces by a bomb. The man, or a _boy, _was around Peter Parker's age, similar in features, the style of hair also resembling. 'You haven't got much time, you gotta get out' the man of toned build extends his hand to the Parker boy, held down by all the destruction. 'Ugh… okay' Peter's unable to extend his own hand, and so he wrestles against the rubble, emerging from all the destruction and standing straight, helped by the man.

'Who… who are you' Peter walks off, raising his set of binoculars, and scanning the area in front of him, lowering the binos as he catches site of a figure sprinting off into the darkness of the night. And so Peter raises his hood, sprinting off and followed by the man who almost looks just like him.

'Well me… you can call me Reilly. Ben Reilly' the boy follows Peter, who sprints behind the guy who's already managed to cover a lot of distance, and Parker's followed by this Ben Reilly boy. Peter Parker jumps over benches, also managing to cover a lot of distance in a short amount of time – he moves at great speed. Strangely, Reilly is following with ease.

'And why are you watching me? Who are you?' Peter Parker throws his earphones on, crossing the road, still un-left by this Ben Reilly boy, who simply chuckles. What sort of a man is he to bear such resemblance?

'Been watching you for your whole life' Ben Reilly replies, to which Peter simply chuckles, still following the man's trail, who doesn't seem to stop running, but Peter's catching up to his supposed _Uncle Ben's _killer.

'Heh… doubtful' Peter smirks, whipping his head to stare at Ben Reilly, who is already gone. He's simply vanished – he isn't there anymore. _What was that?_ Peter Parker takes to the roofs, scaling the building with his bare digitals, then leaping from one building to another, easily beginning to reach the man. Quickly, Peter Parker is already coming close, almost reaching Dennis Carradine – or who should be him. Once Peter Parker is close enough, he leaps from the building, tackling Dennis Carradine, who draws a knife, and holding him to the ground.

'Not so fast!' Peter threatens, sinisterly, strengthening his grip around his Uncle's killer, locking eyes with his, as he holds his two arms.

'Who the damn are you!?' Dennis aims his keenly refined dagger, attempting to drive it straight forward, to which Peter Parker continues to exert further pressure.

'You're pointing that knife in the wrong places' Peter quickly reaches one of his arms, dragging the knife off, driving his elbow forward to hold the criminal's right hand down, but pointing the dagger to his heart. 'You… you killed him… you killed BEN PARKER!'

'What… who is Ben Parker?' Dennis Carradine doesn't seem to be lying, he seemingly doesn't watch the news. He hasn't heard of Ben Parker. Yet there he is… held in Peter Parker's arms. He could end Carradine's life now. He could drive the knife right into his heart. And then… and then it would be over. He could be relieved again, relieved from all the stress. He'd be free. The whole world would be free. 'Ah!' Peter almost drives the knife forward, until he hears vehicles advancing, alerted by his sharp senses. Peter flings his head back – its cop cars advancing.

Now isn't the time. Now isn't the moment to take down this criminal, this thug – not now at least. 'I'll meet you again' Peter Parker tosses the knife aside, deciding it wouldn't be best to do it now. Even if he webbed him to the ground to be taken by cops, then… then maybe they wouldn't meet again. Peter extends his arm, firing a strand of webbing onto a tall building, pulling himself up, thrusting high into the air, swinging off and into the dark skies.

He enjoys the feel of the wind against him, the sense of the wind – the wind he embraces, the fresh and thick air, firing bio-cable after bio-cable, somersaulting and flipping his way through New York City, flinging himself around. He had a quest to complete.

…

Almost a fortnight has passed since the death of Uncle Ben; yet nothing seems to have changed. There isn't any recovery. Just suffering. Pain and suffering; tears and regret – guilt, guilt that he let the Dennis Carradine go. And it'll never get better… the scars will never heal, you'll always dread the guilt, but it will always be there. You just have to work with enduring; with adapting, but you'll never forget. Days and two weeks trying to hunt down the man who killed his Uncle. He was so close, he almost ended it. But… but he didn't. It wasn't yet the time.

And so Peter swings into Midtown High School, removing his web shooters and stashing him into his bag as he walks through the school gates, walking past the student body, finding his two friends – Harry and MJ, sitting with another blonde stranger on a bench. _Guess they've replaced me, _Peter walks onto his friends. 'Hey guys, how's going?' Peter asks, grasping his friend's – and the stranger's – attention.

'Hey, Peter' MJ gets up, hugging her friend, tightly. It's nice – the comfort of someone else around you. Of someone else caring for you. 'We were so worried about you' MJ draws back, and Peter notices a bruise running through her eyes.

'Hey, hey… what is that?' Peter points to the bruise. 'Were did that come from?'

'Ugh, don't worry about it Pete' MJ shrugs. 'Just take care of yourself and the world will be fine' MJ warmly smiles. The bruise… it's her father again. That damned, alcoholic, abusive and cruel father.

'Let me have a look' the blonde stranger gets up, looking onto MJ and examining the bruise. 'Looks serious, might wanna check with a nurse if the pain insists.'

'Hey, Peter, I think it's time you meet with Gwen Stacy' Harry gets up, introducing the two. 'Gwen this is Peter. Peter this is Gwen' Peter looks eyes with Gwen, who turns from the bruise. Very attractive… very radiant. There's something special about her. Something smart – some sort of intelligence. Just can't really place his finger on it. She looks like the sort of strong woman.

'Hi, Gwen… I'm Peter Parker' Peter introduces himself nervously, hands now deep in his pockets. 'It's, um- it's nice to meet you, Gwen. Are you new in New York?'

'Oh, kinda. I mean, yeah, heh, I'm new around these parts of NYC, but I'm an old friend to MJ's. You know, just for convenience, distance and work, my mother and father decided it was best to move me to a school that's more, well, here' Gwen Stacy explains to Peter, who slouches a bit. 'And… I work at OsCorp.'

'OsCorp, huh?' Peter Parker seems to express interesting. But still, he sounds quiet dull. It's his Uncle death, the tragic and horrifying event. 'His father actually owns the company' Peter points to his friend Harry, chuckling a bit. 'But OsCorp make some cool stuff. I'm interested in science myself and I'm kind of a tech wiz.'

'Oh, they told me about all you're a's and b's' Gwen nods. 'You're interested in science, right? You should come over to OsCorp. They could use interns.'

'Oh, really? There's internship?' Peter asks, his interest immediately piqued. 'That's- um… that's very nice. I'll… I'll come over.'

'Actually' Gwen took Peter's hand, grabbing a pen and scribbling a phone number on the back of it. 'That's the number for the guy you should call concerning internship. He's um… he's a really nice guy. His name is Alistair Smythe.'

'Alright then, hopefully you'll get the job' Gwen smiles. 'Then you'll be second in the labs, I guess.' Gwen jokes around.

'Second huh? You sure about that?'

'I'm pretty sure.'

And then, the bill rings; time to head off to class.

…

It's a long, double period in science. For the whole lesson, Miles Warren ranting about physics, reptiles and other stuff Peter Parker isn't very interested in, which thoughts about how close he came to his Uncle Ben's killer running through his mind. Class is finished, and Peter just walks outside with his books, knowing that A) its recess and B) he's got work to complete and a criminal to catch again. Before he goes on about his work, he sticks his earphones into his ears, listening onto the police radio, as he throws all his books in his locker.

Before he can walk off, he's confronted by Flash. 'Hey, Parker, what's up?' Flash talks in a suspiciously modest tone. Basically, he isn't speaking like Flash Thompson. He's speaking like the nicest guy in the world.

'What do you want, Thompson?' Peter replies, expressionless, as Peter walks to the gates.

'I don't know, Parker. I just wanted to say that I'm sorry for you. I'm sorry that your Uncle Ben died' Flash sighs. 'He was a great man – you're kind of like him, I guess.' Peter continues to walk, nodding as he does so.

'That's very nice of you Flash' Peter throws his hood on. 'Um, yeah, thanks Flash… that's very nice of you' Peter runs off, passing Flash Thompson, Hobie Brown, Kenny Kong and Randy Robertson, and sprinting outside of school gates, jumping onto a building, beginning to scale it, reaching the top and jumping form building to building to get to the next suspect. Maybe he'll reunite with Dennis Carradine again.

In a matter of minutes, he's reached his destination, a shady guy, looking similar to his Uncle Ben's killer, and beating down a man to his ground. _Time to hunt me a killer, _Peter Parker dives down, aiming directly for the criminal, landing onto his chest and pinning him down. 'GO!' He tells to the innocent guy, who just runs away. This leaves just Peter and the criminal, and damn… it isn't his Uncle's killer.

'I don't wanna catch you here again' Peter gets up, spotting surveillance cameras planted all around the area, with logos branded on him, to which Peter doesn't have time to sit around and recognize, considering the police could be here any second. And so he just sprints off. Yet another suspect that isn't his Uncle Ben's killer.

…

'Well, look at this…' Norman Osborn stares onto his computer screen, streaming recorded surveillance of a hooded man leaping off of a building, diving onto this blonde, pony tail wearing criminal, then running off in some sort of realisation. Strangely, the hooded man is Peter Parker, his own son's friend. 'Now what is this?' Norman turns to his assistant Justin, who is also occupying the vast grounds of Norman Osborn's living room.

'Sir, it seems you know this boy, don't you?' Justin asks, prying a bit.

'Yes' Norman replies. 'It's… It's Peter Parker. His strength, his speed… AH!' Norman gets up, smashing his computed off of the table, smacking his hand on his table, where he has set his beer, and his glass if filled up. 'THE SPIDER BIT PETER PARKER!' Norman rages, stomping on the ground. 'AND NOW… NOW MY RESEARCH IS LOST! AND OTTO IS OUT TO KILL ME! WE LOST THE RECOMBINATOR! THE RECOMBINATOR WAS MY ONLY HOPE TO BECOMING THE NUMBER ONE COMPANY IN THE WORLD!' Norman calms, staring Justin with his blood shot eyes.

'I'm gonna tell you what we're going to do' Norman sits against his couch, grabbing his glass of beer and indulging in its contents. 'We're going to hire Peter Parker to defend me against Doc Ock, and when we won't need him anymore, THEN we'll analyse his skills, determine if we'll need his blood, and if we do, we'll extract the venom.'

'Um, okay, would you like me to get Peter's number?' Justin asks.

'Yes, but I presume it'll take some time. And could you do me a favour? Alert Alistair for me' Norman finishes off his glass.

'Well, I'll see what I can do, sir' Justin walks off.

…

Once school's finished off, Peter Parker rides his board to home. Once he's at his door step, he gets off his skate board, gets out his own pair of keys, fits them into the lock and opens up the door, kicking the board inside and walking into the Parker Residence, where his Aunt May is in the kitchen. 'Hey, Aunt May' Peter shuts the door behind him, approaching his Aunt May, and giving her a hug, clutching her, then separating.

'Um, hi dear, how was school?' Aunt May asks, cutting up tomatoes for a salad.

'Yeah, it was fine. Saw MJ. Saw Harry. Nothing much, you know' Peter Parker lies, sitting up on the kitchen bench.

'Why you even sit there, I'll never understand' Aunt May complains.

'Because we're reckless teenagers' Peter chuckles. 'Anyways, I have to ask you a question, Aunt May' Peter's voice is now more subdued and solemn in tone. 'I- I mean… I have to tell you something. I was… I'm responsible for Uncle Ben's death.'

'What!?' Aunt May cries, dropping her knife and turning to face her nephew, who just sighs. 'No way, Peter. What are you thinking?'

'I saw the guy' Peter begins to explain, tearing up. 'I saw the guy – I saw Dennis Carradine and I let him go – hear? I'm an idiot, I'm stupid and I'm arrogant. The guy at the front told me to trip Dennis over, but I just didn't. Actually, I called the elevator to allow the guy to escape, because the register man charged me extra.' Aunt May's jaw slowly goes open, as Peter continues to sigh, and breath heavily; tearing, and getting down from the kitchen bench. 'I… I MISS HIM SO MUCH!' Aunt May hugs Peter warmly.

'I know, son… I miss him too' Aunt May holds her nephew tighter, she too sharing the same emotions. 'It's not your fault, and I'm here for you… we're here for each other, okay?' Aunt May cries, separating from her nephew. 'Yeah…' Peter nods, turning and walking off and out of the kitchen, sprinting up the stairs, and going to his bed room.

…

'Ah!' Peter smashes his bedroom wall, mourning on his Uncle's death. 'I'm such an idiot!' Peter aims his web-shooter onto his closet, firing a web onto it, flinging the door open and chucking the case with his Spider-Man costume into the closet. Before he shuts it close, he finds something interesting in there. A briefcase, marked with the initials MP – Mary Parker. Peter's tearing calms down, as he approaches the closet, kneeling down and grabbing the briefcase, walking off to his bed and throwing it on there. Removing his web shooters and tossing them aside, Peter opens up the briefcase – a lot of stuff are inside.

There are documents, a calculator, his father's glasses, a firearm, an envelope, some papers with equations and formulas written around them, a family photo and some other useless stuff. 'Huh' Peter grabs the documents, scanning through them. They're just some files on some CIA's most wanted. Because, yes, Peter's parents were CIA agents, or something of the sort. 'Huh' Peter says again, placing the documents aside.

Then he grabs the family photo, immediately flooded with the feels of nostalgia. It's a younger him, alongside his mother and father. 'Dad… mom…' Peter tears a bit, wiping it off, and placing the photo aside. After looking through a set of other stuff, some formulas he's able to diagnose, and then he picks up the envelope, unfolding it neatly. Once he stretches it open, he reads its writing:

_Norman Osborn is a maniac, a lunatic and a psychopath. After years of working for the man, it became evident that he was carrying on with ulterior motive, the man wanted to rule the world. He's construction weapons – both biological and mechanical. Someday, he aims to maybe kill the president. Maybe become one. President "Osborn." Could it ever happen? He keeps his research in a lab, although I'm not sure just exactly where it is. However, we must use our espionage skills and eliminate Osborn's cynical plans. We will come over to Afghanistan. Thank you, Mr Fury. We will take the plane there in a matter of days._

'Oh my… OsCorp' Peter mumbles, continuing to re-read the document. 'Who… who is this Mister Fury?' Peter takes the document with him to his computer, sitting on the chair in front of it and Googling up'Mister Fury.' He doesn't find anything accept on this character called Mister Furious from this movie called Mystery Man. 'Okay, then…' Peter googles up OsCorp, entering their website, scanning through archives and looking into internship.

Apparently, if you arrange internship, you can show up the day after and be shown around OsCorp grounds. Interesting; very interesting. But he has to get more close and personal – maybe assign himself as Norman's bodyguard. And so he picks out his phone, dialling the contact number for Internship, awaiting an answer.

'Hello- this is Alistair Smythe, how may I help you' the man on the other line projects his voice energetically, as if he loves his job to death.

'Hey, I'm Peter Parker, science major at Midtown High School' Peter eats on some Chinese food. 'And I'd like internship at OsCorp. You're Mister Smythe I presume?' Peter Parker tosses the Chinese food into a ben, resting his two legs on his desk as he waits for a reply, and he takes time to get one. 'Smythe?'

'Peter… Peter Parker?' Alistair pries, interested for some reason, and so Peter raises an eyebrow. Maybe this _Alistair _is familiar with the Parker family. 'Yes, sure, I'd be happy to give you internship – would you be content with beginning tomorrow, or maybe the day after' Peter is taken aback by Alistair Smythe's enthusiasm into letting Peter Parker onto OsCorp grounds. Peter raises his eyebrow… the other one, so that both are held up, kicking back his chair and lowering his two feet, turning back to the briefcase.

'Okay, I'd happily start tomorrow' Peter replies clicking a pen. 'Uh huh, yep… yes, Mr Smythe… alright, tomorrow? Okay then' Peter switches off the phone after a short discussion, placing it back into his pocket. 'Oh, well… tomorrow's a new day' Peter rests his head back, the thought of his Uncle Ben's killer still resting in his mind, and that Reilly kid – whoever he was.

'Damn you!' The shouts become annoyingly obvious from the house next door – MJ's house. It's the shouts of her alcohol father. Lord knows how much booze he's had today… and now he's lashing out on MJ. 'You're pathetic!' Peter then hears a wild slap, and then an 'Ah!' From MJ.

'Oh my…' Peter stands, staring out of his window as Mary Jane exits to the balcony, some fresh blood running through her cheek, as she cries loudly. If only he could do something. If only he could ask her if she was okay without making it look awkward. Well… maybe he'll just have to don the suit again, Peter fires at the briefcase holding his costume, pulling it forward, laying it on his bed and unlocking it – opening it up. And there it is. The costume he designed with the web strands running through.

'Make a good first impression' Peter tells himself, as he begins to assemble his suit on, choosing to don it after promising never to again… a promise he just couldn't keep.

…

'What am I… What am I?' MJ cries to herself, her head held down. All the anger, all the venom, all the abuse, all the sorrow and all the sickness and tiredness in the world, in a 17 year old girl.

'Is something going wrong here?' A silent yet charismatic voice filled with charisma, as MJ's head goes up – it's The Amazing Spider-Man, balancing on her balcony rails. 'Sorry for hopping aboard the Mary Jane train without a ticket. I'm guessing you'll charge extra' Peter decides to add some warmth into the situation – maybe it isn't the best for her to be rough around the basement at times like these.

'Wow…' MJ stares onto The Amazing Spider-Man, admiring his toned build as he hops down from the rails. 'Wow… you're Spider-Man, and you know my name…'

'Your father was screaming from all the way to the block… yeah well… it's the Spider logo isn't it?' Spider-Man jokes around. 'I was thinking of cutting it out so then it'll add more authenticity to the "just the most interesting man you'll ever meet" but then I'd look naked.

'I can't… I cannot believe my eyes' Mary Jane's eyes go wide open, her jaw separating. 'Is it really you?'

'In the flesh' Spider-Man smirks beneath the costume. 'Courtesy… for the most interesting red headed stranger _I'd _meet in my life' Spider-Man continues to talk, as MJ walks up to him, running her hands around his chest, feeling his abs.

'Am I really?' MJ asks, as Spider-Man raises a finger, wiping some of the blood on MJ's face. 'Am I really the most interesting?'

'Well, I don't really let girls touch my washboard abs on first date, so I guess that counts for something' Spider-Man's smile fades away, locking eyes with his friend – the one who is so unaware it is him.

'Hey, listen, don't let any bad dads let you down' Spider-Man comforts his friend, his emotive mask evident of his smiling. 'Nothing's worth your sadness. Nothing in this world' Spider-Man continues to solace his friend, who runs her hands all the way to his mask.

'K- Kiss me' MJ says, biting her lip. 'Just… just my personal way of saying thank you' MJ smiles, conflicting Peter.

'Take off the mask' Peter chooses to confide in his best friend, who simply nods, clutching the mask from beneath, slowly raising it, but just exposing his lips. She wouldn't want to know this mysterious man's identity. Then, both her hands go on his cheek, as she leans her head forward, shutting her eyes and just kissing him. Until… until nothing means anything, something means nothing and nothing is even there anymore.

MJ kisses with her tongue – she's a French kisser, even on first date. Spider-Man clutches her rear, pulling her forward, but not removing his lips from her ones, as if they're connected to one another. 'Mmm…' MJ says between kisses, planting soft ones on his lips, and then planting kisses around his neck, as she moans, slowly moving her head from the man's.

'I hope I made your day…' Spider-Man smiles, as she lowers his mask.

'You made mine' MJ fixes his mask into place. 'Thank you.'

'Don't worry' Spider-Man separates from Mary Jane. 'Stay safe, and if your father does anything to harm you or your mother, just snap a pic… then I'll deal with it.'

'Um, okay' MJ nods, as Spider-Man hops onto the rails.

'My number one fan' Spider-Man jumps off, falling down and off of the building, firing a web and swinging through the streets, setting high into the air, enjoying and indulging in the sheer freedom of his abilities. Hopefully, it won't all end someday. Hopefully.

…

After a night of swinging, Peter Parker returns home, gets out of his costume and prepares for internship at OsCorp. He gets all his stuff ready and into his bag, including his costume, which he might need if he'll be peeking his noses into other people's business. That's the only way he can discover more about his parent's research, maybe finish off their work and destroy Osborn's inventions. Once everything is in his bag, Peter grabs his board and paces down the stairs, walking up to the kitchen and grabbing an apple, biting off it.

'Where do you think you're going?' Aunt May asks curiously, and Peter just mentally curses himself, shrugging.

'OsCorp' he replies simply, slouching.

'What… OsCorp?'

'Yeah, Aunt May, I got an internship there.'

'You got internship at OsCorp!?' Aunt May cries, walking up to Peter, treating him to a bear hug. 'Oh my, Peter… I'm so proud of you' Peter smirks – an unexpected response, as she breaks the hug, both her hands on his shoulders. 'Honey, I'm so proud of you…'

'Thanks, Aunt May' Peter smiles, kissing his Aunt on the forehead, taking his board and walking off. 'I'll be back at 2 o'clock, see ya' Peter exits the house, leaving Aunt May, tearing to herself – now she's just lonely.

…

_Welcome to OsCorp, _Peter Parker enters the vast grounds of OsCorp, several people scattered around the area, working their way from one place to another. A grin marks Peter's face – his dream's accomplished. He'd always wanted to work at OsCorp, and it was still really suspicious just how easily Alistair let him in on internship. But, still, he wasn't here for the fun of it. He was here to infiltrate OsCorp, discover more about his parent's research, and many even bring some of Norman's down to the ground. 'Hello' Peter walked up to the lady at the register. 'I'm Peter-'

'Peter Parker?' The lady cut him off. _Turns out I'm hot topic, _'Yes, Alistair Smythe specifically wanted to speak to you. I'll call him in' the lady picked up her phone. 'Mr Smythe, I've got Peter Parker right in front of me. He's the kid you wanted to speak to, right? Okay… thank you… bye' the lady lowers the phone. 'He'll be here in a minute. You can take a seat.'

Peter nods, walking off a couple of centimetres and staring around at the vast holographs occupying the wide area. For one, there was a large holograph of Norman Osborn's head and some of his neck and chest, with his hand – holding a globe. _Real fancy, Osborn, _Peter couldn't help but become reminded of his mother's letter. This man, his friend's father, wants to rule the world. And then there was the kiss with MJ. Her lips tasted so nice… but it didn't mean anything. She was at a weak point, she wanted some comfort. Nothing else to it.

'Mr Parker' Peter was approached by an 18 year old man, his posture straight – a sign of confident – and dressed in the sort of clothing you'd see a OsCorp employee wearing. 'I'm Mister Alistair Smythe' he shook Peter's hand. 'Nice to meet you; you must be Peter?'

'Yeah, I'm Peter Parker' he nods. 'Nice to meet you, Mr Smythe.'

'Ah… you can call me Alistair. No need for the formality' Smythe says, smiling. 'Now, Mister Osborn is very eager to meet you. Something he'd like to show you, but some important people I'd like you to meet along the way' Alistair walks off, followed by Peter Parker. They take the escalator to get to the next level, and Alistair chats a bit on their way up. Once they reach the second floor, Peter is treated to the sight of some amazing inventions/creations and trophies. Even a hologram that-you-can-touch technology. Alistair walks Peter to meet two females – one who Peter recognizes, and one he doesn't.

It's Gwen Stacy, and this other girl around their age, black haired, attractive and confident and smart-looking. 'Peter Parker, I'd like you to meet-'

'Gwen Stacy' Peter interrupts, turning to face Gwen, then to the other lady. 'I'm Peter.'

'Felicia Hardy' she smiles, introducing herself, shaking Peter's hand. 'New to OsCorp, I presume?' Peter nods.

'Yeah, I'm- I'm, yeah, I'm new to OsCorp' Peter's never been very good talking to girls – and that's awfully evident. 'Nice to meet you Felicia.'

'You, Peter, will work with Felicia and Gwen' Alistair explains. 'Your desk it right over there' he points.

'I guess we'll be taking care of you' Felicia speaks to Peter.

'I think so' Gwen nods.

'Okay, well, better. Wish we could hang around for longer but you've gotta meet Norman Osborn now' Alistair says. 'He's been waiting. Thanks Gwen and thanks Felicia' Alistair walks off, followed by Peter. Evidently, Alistair is grinning.

'She has that effect on guys' Alistair comments.

'Uh… excuse me?' Peter asks.

'I get it, Felicia's hot. Nothing to be ashamed of' Alistair says.

'Um… I don't know what you're talking about' Peter chuckles.

'Of course you do' Alistair says, as they arrive to Norman's office. 'I'll be waiting outside.' Peter nods, placing his hand around the doorknob, twisting it open – Norman Osborn is inside, drinking beer, and turning his face to look at Peter Parker, grinning.

'Peter Parker…' Norman remarks, lowering his glass. '… Just the guy I've been looking for' Norman sits straight on his chair. 'Have a seat' something sounds strange about this – not everything feels right. So… he was looking for Peter? Nevertheless, Peter sits down on a chair, thinking it best not to ask questions – for Norman's the one at an advantage right now. Peter almost tries to form words, but nothing comes out… what if he wants to kill Peter, and then kill May, so that there shall be no more Parker's left. Revenge.

'You were… you were looking for me?' Peter whispers.

'Of course' Norman answers Peter's question, pouring himself some more wine. Peter stares into his cold, blood shot eyes.

'You were looking for me… for what?' Peter swallows, fearfully.

'Because I want you to explain this' Norman Osborn points a remote to his projector, switching the screen on, displaying the surveillance footage of Peter Parker tackling his Uncle Ben's killer suspect. _Oh my…_ Peter's jaw drops slightly, as he watches the surveillance – his own face is crystal clear as he runs off from the screen.

'What… what is that?' Peter asks.

'You tell me' Norman smirks. 'That leap… your durability in the landing… what is that?'

'I don't… it's not me' Peter lies. 'It's not me. There are seven billion people in this w-'

'Don't insult me' Norman drops the remote. 'Would you like me to replay?'

'No…' Peter just wants to smash Norman to the ground and beat the living crap out of him, but then his chance of infiltrating OsCorp is gone. 'Norman… what do you want?'

'I want you to defend me from the man they call Doc Ock' Norman reaches under his desk, then bringing his hand out, holding a silenced gun.

'Holy!' Peter dodges a bullet, which pierces the wall behind him.

'Just like you did last time… Spider-Man' Norman lowers the gun. 'Can you do that for me… or does this tape need to go public? Oh, and maybe I should pay a visit to your Aunt May… shall I?'

'Okay… I'll do anything. Just leave my family alone' Peter clenches his fist, to which Norman just rolls his eyes, chuckling quietly, then pouring himself some more beer. Of course, there's more to come, as Norman puts his beer down.

'And… I need you to take down your Uncle's killer for me' Norman precedes. 'And the next word that comes out of your mouth… can't be a question.' Surely, this a lot to take in one single moment. You find out this guy who wants to rule the world knows your identity, wants you to hunt down a tentacle wearing antagonist, and blackmails you and your family, and now wants you to hunt down your own Uncle's killer for him, for an unidentified reason.

'Good then… because we need you on the job' Norman smirks. 'Make us proud.' Peter Parker gets up, still in shock, nodding and turning off, walking slowly to the door, and then, grabbing the knob, he exits the room, shuts the door behind him and turns to Alistair. Peter walks off, silently, not saying a word, and to Gwen and Felicia. Knowingly, he'll never be same.

…

-More shorter than the intended word count, but hey, it's always great to build up suspense and all of that with a cliff hanger.

-Thanks to all you guys who have stuck with me since the start. I've had some great – and some difficult – moments writing this fic, but eventually, you guys always make it worth. Thanks to those who have reviewed, and those who have chosen to favourite or follow.

-Yep, the first kiss happened. Admittedly, I'm not very proud if it myself; I'm not completely with Peter Parker kissing MJ as Spider-Man, but it was organic to the story and how it's progressing, and so I decided not to take it out.

-Well, that's it guys. Hope you enjoyed and please leave a review. Requests are also welcome. See ya next time!


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